Gazit 1995 Form 4 EQUITY ONE / FIRST GENERATION LL GAZIT ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

KATZMAN CHAIM

(Last) (First) (Middle)

1696 NE MIAMI GARDENS DRIVE

(Street)

NORTH MIAMI BEACH FL 33179

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
EQUITY ONE, INC. [ EQY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
Chairman

3. Date of Earliest Transaction (Month/Day/Year)
03/24/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock par value $0.01								351,114	D(1)
Common Stock par value $0.01								12,776	I	By Evrona K LLC(2)
Common Stock par value $0.01								13,291	I	By Daughter
Common Stock par value $0.01								13,642	I	By Daughter
Common Stock par value $0.01								9,203,134	I	By MGN (USA) Inc.(3)
Common Stock par value $0.01								5,386,857	I	By Ficus, Inc.(4)
Common Stock par value $0.01								8,893,213	I	By Silver Maple (2001), Inc.(5)
Common Stock par value $0.01								18,891,998	I	By MGN America, LLC(6)
Common Stock par value $0.01	03/24/2015		A(7)		600,000(8)	A	$27.05	12,087,312	I	By Gazit First Generation, LLC(8)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

KATZMAN CHAIM

(Last) (First) (Middle)

1696 NE MIAMI GARDENS DRIVE

(Street)

NORTH MIAMI BEACH FL 33179

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GAZIT 1995 INC

(Last) (First) (Middle)

1696 NE MIAMI GARDENS DRIVE

(Street)

NORTH MIAMI BEACH FL 33179

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MGN USA INC

(Last) (First) (Middle)

1696 NE MIANI GARDEN DR

(Street)

NORTH MIAMI BEACH FL 33179

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Gazit-Globe Ltd

(Last) (First) (Middle)

1660 NE MIAMI GARDENS DRIVE, SUITE 1

(Street)

NORTH MIAMI BEACH FL 33179

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GAZIT FIRST GENERATION LL

(Last) (First) (Middle)

1696 NE MIAMI GARDENS DRIVE

(Street)

NORTH MIAMI BEACH FL 33179

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MGN America, LLC

(Last) (First) (Middle)

1696 NE MIAMI GARDENS DRIVE

(Street)

NORTH MIAMI BEACH FL 33179

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SILVER MAPLE (2001) INC

(Last) (First) (Middle)

1696 NE MIAMI GARDENS DRIVE

(Street)

NORTH MIAMI BEACH FL 33179

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

FICUS INC

(Last) (First) (Middle)

1696 NE MIAMI GARDENS DRIVE

(Street)

NORTH MIAMI BEACH FL 33179

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GAZIT AMERICA INC

(Last) (First) (Middle)

303-109 ATLANTIC AVENUE

(Street)

TORONTO A6 M6K1X4

(City) (State) (Zip)

Explanation of Responses:

1. Shares held directly by Mr. Katzman.

2. Evrona K LLC is an LLC managed by Mr. Katzman for his daughter's benefit. The reporting person disclaims beneficial ownership of such shares except to the extent of the reporting person's pecuniary interest therein, if any.

3. Shares held directly by MGN (USA) Inc. ("MGN USA"). MGN USA is a member of a "group" with Mr. Katzman for purposes of Section 13(d) of the Exchange Act. MGN USA is a wholly-owned subsidiary of Gazit-Globe Ltd. ("Gazit-Globe"). Mr. Katzman is the Chairman of the Board of Gazit-Globe. The reporting person disclaims beneficial ownership of such shares except to the extent of the reporting person's pecuniary interest therein, if any.

4. Shares owned directly by Ficus Inc. ("Ficus"). Ficus is a member of a "group" with Mr. Katzman for purposes of Section 13(d) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"). Ficus is a wholly-owned subsidiary of Gazit America Inc., a wholly-owned subsidiary of Gazit-Globe. Mr. Katzman is the Chairman of the Board of Gazit-Globe. The reporting person disclaims beneficial ownership of such shares except to the extent of the reporting person's pecuniary interest therein, if any.

5. Shares owned directly by Silver Maple (2001) Inc. ("Silver Maple"). Silver Maple is a member of a "group" with Mr. Katzman for purposes of Section 13(d) of the Exchange Act. Silver Maple is a wholly-owned subsidiary of Gazit America, a wholly-owned subsidiary of Gazit-Globe. Mr. Katzman is the Chairman of the Board of Gazit-Globe. The reporting person disclaims beneficial ownership of such shares except to the extent of the reporting person's pecuniary interest therein, if any.

6. Shares owned directly by MGN America, LLC ("MGN America"). MGN America is a member of a "group" with Mr. Katzman for purposes of Section 13(d) of the Exchange Act. MGN America is also a wholly-owned subsidiary of MGN USA, a wholly-owned subsidiary of Gazit-Globe. Mr. Katzman is the Chairman of the Board of Gazit-Globe. The reporting person disclaims beneficial ownership of such shares except to the extent of the reporting person's pecuniary interest therein, if any.

7. These shares were purchased by Gazit First Generation LLC ("First Generation") from the issuer. Having been informed of Mr. Katzman's interest in and relationship with First Generation, the issuer's board of directors approved First Generation's transaction with the issuer, specifically including Mr. Katzman's interest in the transaction, pursuant to Rule 16b-3(d).

8. Shares owned directly by First Generation. First Generation is a member of a "group" with Mr. Katzman for purposes of Section 13(d) of the Exchange Act. First Generation is a wholly owned subsidiary of Gazit 1995, Inc., a wholly-owned subsidiary of MGN USA, a wholly-owned subsidiary of Gazit-Globe. Mr. Katzman is the Chairman of the Board of Gazit-Globe. The reporting person disclaims beneficial ownership of such shares except to the extent of the reporting person's pecuniary interest therein, if any.

Remarks:

On the basis of the relationship between each of Mr. Katzman and Mr. Dor Segal, on the one hand, and Gazit-Globe on the other hand, Gazit-Globe and its controlled direct and indirect subsidiaries may be directors of the issuer by deputization for the purposes of Section 16 of the Exchange Act.

	/s/ Chaim Katzman	03/24/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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