Mackenzie Capital Management SC TO-T/A Third party tender offer statement (amended)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

_______________________

Amendment No. 1

to

SCHEDULE TO

Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

___________________

HIGHLANDS REIT, INC.

(Name of Subject Company)

SCM SPECIAL FUND 3, LP AND MACKENZIE CAPITAL MANAGEMENT, LP

(Bidders)

SHARES OF COMMON STOCK

(Title of Class of Securities)

None or unknown

(CUSIP Number of Class of Securities)

_______________________

	Copy to:
Christine Simpson	Chip Patterson, Esq.
MacKenzie Capital Management, LP	MacKenzie Capital Management, LP
1640 School Street	1640 School Street
Moraga, California  94556	Moraga, California  94556
(925) 631-9100 ext. 1024	(925) 631-9100 ext. 1006

(Name, Address, and Telephone Number of

Person Authorized to Receive Notices and

Communications on Behalf of Bidder)

Calculation of Filing Fee

		Transaction	Amount of
		Valuation*	Filing Fee
		$7,650,000	$886.64
*	For purposes of calculating the filing fee only.  Assumes the purchase of 45,000,000 Units at a purchase price equal to $0.17 per Unit in cash.
[X]	Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid.  Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	Amount Previously Paid:    $886.64
	Form or Registration Number: SC TO-T
	Filing Party: MacKenzie Capital Management, LP
	Date Filed: May 1, 2017
[ ]	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
	Check the appropriate boxes below to designate any transactions to which the statement relates:
[X]	third party tender offer subject to Rule 14d-1.
[ ]	issuer tender offer subject to Rule 13e-4.
[ ]	going private transaction subject to Rule 13e-3
[ ]	amendment to Schedule 13D under Rule 13d-2
	Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ]
	If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
[ ]	Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
[ ]	Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

AMENDMENT NO. 1 TO TENDER OFFER

This Amendment No. 1 to the Tender Offer Statement on Schedule TO relates to the offer (the "Offer") by SCM SPECIAL FUND 3, LP (collectively the "Purchasers") to purchase up to 45,000,000 shares of common stock (the "Shares") in Highlands REIT, Inc. (the "Corporation"), the subject company, at a purchase price equal to $0.17 per Share, upon the terms and subject to the conditions set forth in the Offer to Purchase (the "Offer to Purchase") dated May 1, 2017 (the "Offer Date") and the related Assignment Form.

The Offer is being amended to eliminate the $100 administrative fee proposed to be charged.  That fee will not be charged.  The Offer is also being amended to clarify in "Certain information about the Purchasers" and Schedule 1 that MacKenzie Capital Management, LP is named as a bidder herein because it is deemed to control the Purchasers, but is otherwise not participating in the offer described in this schedule.

Item 12.Exhibits.

(a)(1)	Offer to Purchase dated May 1, 2017*
(a)(2)	Assignment Form*
(a)(3)	Form of Letter to Shareholders dated May 1, 2017*
(a)(4)	Form of advertisement in Investor's Business Daily*

* Previously filed May 1, 2017

SIGNATURES

After due 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:May 18, 2017

SCM Special Fund 3, LP

By: SCM-GP, LLC, General Partner

By: Sutter Capital Management, LLC, Manager

By:	/s/ Chip Patterson
	Chip Patterson, Managing Director

MACKENZIE CAPITAL MANAGEMENT, LP

By:/s/ Chip Patterson

Chip Patterson, Managing Director