PORTSMOUTH,
SQUARE, INC.
Name
of Issuer
Common
Stock, No Par Value Per Share
Title
of Class of Securities
737212-10-0
CUSIP
Number
Danfeng
Xu
Treasurer
The
InterGroup Corporation
1516 S. Bundy Dr., Suite 200
Los
Angeles, California 90025
(310)
889-2511
Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications
March 5, 2021
Date
of Event which Requires Filing of this Statement
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [ ]
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
Rule 13d-7 for other parties to whom copies are to be sent.
The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the
subject class of securities, and for and subsequent amendment containing information which would alter disclosures provided in
a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section
18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP
No. 737212-10-0
1.
|
Name
of Reporting Person
John V. Winfield
|
Tax
Identification Number
548-70-8959
|
2.
|
Check
the Appropriate Box if a Member of a Group
(a)
[ ]
(b) [X]
|
3.
|
SEC
Use Only
|
4.
|
Source
of Funds
Common stock of Santa Fe Financial Corporation
|
5.
|
Check
if Disclosure of Legal Proceedings is Required pursuant to Items 2(d) or 2(e) [ ]
|
6.
|
Citizenship
or Place of Organization
U.S.
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
7.
|
Sole
Voting Power
18,641
|
8.
|
Shared Voting Power
541,908
|
9.
|
Sole
Dispositive Power
18,641
|
10.
|
Shared
Dispositive Power
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
541,908
Shares of Common Stock
|
12.
|
Check if the Aggregate Amount in Row 11 Excludes Certain Shares [ ]
|
13.
|
Percent
of Class Represented by Amount in Row 11
73.8%
|
14.
|
Type
of Reporting Person
IN
|
CUSIP
No. 737212-10-0
1.
|
Name
of Reporting Person
The
InterGroup Corporation
|
Tax
Identification Number
13-3293645
|
2.
|
Check
the Appropriate Box if a Member of a Group
(a)
[ ]
(b) [X]
|
3.
|
SEC
Use Only
|
4.
|
Source
of Funds
Common stock of Santa Fe Financial Corporation
|
5.
|
Check
if Disclosure of Legal Proceedings is Required pursuant to Items 2(d) or 2(e) [ ]
|
6.
|
Citizenship
or Place of Organization
Delaware
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
7.
|
Sole
Voting Power
523,267
|
8.
|
Shared Voting Power
|
9.
|
Sole
Dispositive Power
523,267
|
10.
|
Shared Dispositive Power
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
523,267
Shares of Common Stock
|
12.
|
Check if the Aggregate Amount in Row 11 Excludes Certain Shares [ ]
|
13.
|
Percent
of Class Represented by Amount in Row 11
71.3%
|
14.
|
Type
of Reporting Person
CO
|
AMENDMENT
NO. 11
TO
SCHEDULE 13D
OF
JOHN V. WINFIELD
AND
THE INTERGROUP CORPORATION
REGARDING
OWNERSHIP OF SECURITIES OF
PORTSMOUTH
SQUARE, INC.
This
Amendment No. 11 to Schedule 13D is being filed by John V. Winfield and The InterGroup Corporation, a Delaware corporation (“InterGroup”)
to update information previously furnished.
The
following items of this Schedule 13D are amended:
Item
1. Security of Issuer.
This
Amendment reflects distribution of the Common Stock, no par value (the “Common Stock”) of Portsmouth Square, Inc.,
a California corporation (“Portsmouth” or the “Issuer”) to Mr. Winfield and InterGroup. The address of
the principal executive offices of the Issuer is 1516 S. Bundy Dr., Suite 200, Los Angeles, CA 90025.
Item
3. Source and Amount of Funds or Other Consideration.
Mr.
Winfield and InterGroup received additional shares of Common Stock of Portsmouth in connection with the liquidation of Santa Fe
Financial Corporation, the parent company of Portsmouth.
Item
4. Purposes of Transactions.
On
March 2, 2021, InterGroup received 222,118 shares of the Common Stock of Portsmouth in connection with the liquidation of Santa
Fe Financial Corporation (“Santa Fe”), the parent company of Portsmouth. On March 5, 2021, InterGroup received additional
200,880 shares of the Common Stock of Portsmouth in connection with the liquidation of Santa Fe. On March 5, 2021, John V. Winfield
received 18,641 shares of the Common Stock of Portsmouth in connection with the liquidation of Santa Fe. InterGroup has purchased
shares of the Common Stock for investment purposes. InterGroup may make additional purchases of the Common Stock in open market
transactions, primarily in block purchases, or in private transactions, to increase their equity interest in Portsmouth.
Prior
to the liquidation of Santa Fe, Portsmouth was a 68.8%-owned subsidiary of Santa Fe, which had ownership, voting and management
control of Portsmouth since 1987. Santa Fe was a subsidiary of InterGroup, which controlled approximately 87.4% of the voting
shares of Santa Fe. InterGroup presently owns 71.3% of the Common Stock of Portsmouth. Two of Santa Fe’s three directors
also served as directors of InterGroup. Two of Portsmouth’s five directors served as directors of Santa Fe and four of Portsmouth’s
directors are also directors of InterGroup. John V. Winfield serves as Chairman of the Board and President of InterGroup and Portsmouth.
Except
as discussed above, InterGroup does not have any other plans or proposals at this time which relate to or would result in the
events set forth in this Item 4.
Item
5. Interest in the Securities of the Issuer.
(a)
As of March 5, 2021, John V. Winfield beneficially owns 18,641 shares of the Common Stock of Portsmouth. Those shares represent
approximately 2.5% of the outstanding Common Stock of Portsmouth. As of March 5, 2021, InterGroup owns 523,267 shares of the Common
Stock of Portsmouth, representing approximately 71.3% of the outstanding Common Stock. To the extent that Mr. Winfield may be
deemed to beneficially own, for purposes of Section 13(d), the Common Stock of Portsmouth owned by InterGroup, Mr. Winfield would
beneficially own approximately 73.8% of the Common Stock of Portsmouth.
The
above percentages were determined based on Portsmouth’s representation that it had 734,183 shares of Common Stock outstanding
as of March 5, 2021.
(b)
Mr. Winfield and InterGroup have the sole power to vote or to direct the vote, and the sole power to dispose or direct the disposition
of, the shares of Common Stock beneficially owned by each of them, respectively. Since Mr. Winfield beneficially owns more than
65% of the Common Stock of InterGroup, it is expected that all shares of Common Stock held by Mr. Winfield and InterGroup would
be voted in the same way; however, there is no requirement or agreement that those shares be voted in that manner.
(c)
Information with respect to transactions in the Common Stock that were affected during the past sixty (60) days is set forth below:
|
Date
|
|
Number
of Shares
|
|
Price
per Share
|
|
Nature
|
|
03/02/2021
|
|
222,118
|
|
N/A
|
|
Received
by InterGroup as a result of liquidation of Santa Fe Financial Corporation
|
|
03/05/2021
|
|
200,880
|
|
N/A
|
|
Received
by InterGroup as a result of liquidation of Santa Fe Financial Corporation
|
|
03/05/2021
|
|
18,641
|
|
N/A
|
|
Received
by John V. Winfield as a result of liquidation of Santa Fe Financial Corporation
|
(d)
No person other than John V. Winfield and InterGroup, has the right to receive or the power to direct the receipt of dividends
from, and the proceeds from the sale of, the shares beneficially owned by each of them, respectively.
(e)
Inapplicable.
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: March 10, 2021
|
|
John
V. Winfield
|
|
|
|
|
|
|
|
|
By:
|
/s/
John. V. Winfield
|
|
|
|
|
John
V. Winfield
|
|
|
|
|
President,
Chairman of the Board and CEO
|
|
|
|
|
|
Dated: March 10, 2021
|
|
THE INTERGROUP CORPORATION
|
|
|
|
|
|
|
|
|
By:
|
/s/
Danfeng Xu
|
|
|
|
|
Danfeng
Xu
|
|
|
|
|
Treasurer
and Controller
|
APPENDIX
A
THE
INTERGROUP CORPORATION
Executive
Officers and Directors*
John
V. Winfield -
|
Chairman
of the Board, President and Chief Executive Officer, The InterGroup Corporation and Portsmouth Square, Inc.
|
|
Citizenship:
United States
|
|
|
William
J. Nance -
|
Director
of The InterGroup Corporation and Portsmouth Square, Inc.
|
|
Principal
Occupation: Certified Public Accountant (“CPA”) and Consultant
|
|
Citizenship:
United States
|
|
|
Yvonne
L. Murphy -
|
Director
of The InterGroup Corporation. Principal Occupation: Lobbyist and management consultant
|
|
Citizenship:
United States
|
|
|
John
C. Love -
|
Director
of The InterGroup Corporation and Portsmouth Square, Inc.
|
|
Retired
CPA, Independent consultant to the hospitality and tourism industries
|
|
Citizenship:
United States
|
|
|
Jerold
R. Babin -
|
Director
of The InterGroup Corporation and Portsmouth Square, Inc.
|
|
Principal
Occupation: Retired retail securities broker
|
|
Citizenship:
United States
|
|
|
David
C. Gonzalez -
|
Vice
President Real Estate, The InterGroup Corporation
|
|
Citizenship:
United States
|
|
|
Danfeng
Xu -
|
Secretary,
Treasurer and Controller, The InterGroup Corporation and Portsmouth Square, Inc.
|
|
Citizenship:
People’s Republic of China
|
*
Business Address: The business address for all executive officers and directors is c/o The InterGroup Corporation, 1516 S. Bundy
Dr., Suite 200, Los Angeles, CA 90025.