UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 26)*
SITE Centers Corp.
(Name of Issuer)
Common Shares, par value $0.10 per share
(Title of Class of Securities)
251591103
(CUSIP Number)
Julie A. Mediamolle
Alston & Bird LLP
950 F Street, N.W.
Washington, DC 20004-1404
202-239-3702
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
September 30, 2024
(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.
| * | 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 any 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).
| 1 | NAME OF REPORTING PERSONS
Alexander Otto | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See Instructions)
WC, PF | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Germany | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
3,966,669 | ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
3,966,669 | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,966,669 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.6%* | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
IN | |||||
| * | Based on 52,390,515 common shares outstanding as of July 26, 2024 as reported by the issuer in the Form 10-Q filed with the Securities and Exchange Commission on July 31, 2024 as revised to reflect the 1-for-4 reverse stock split of the Issuer’s issued and outstanding common shares that became effective on August 16, 2024. |
| CUSIP No. 251591103 | SCHEDULE 13D | Page 3 of 6 Pages |
This Amendment No. 26 (“Amendment No. 26”) amends and supplements the statement on Schedule 13D initially filed on May 15, 2009 (the “Original Filing”), as amended by Amendment No. 1 filed on August 20, 2009, Amendment No. 2 filed on September 14, 2009, Amendment No. 3 filed on September 18, 2009, Amendment No. 4 filed on February 16, 2010, Amendment No. 5 filed on March 21, 2011, Amendment No. 6 filed on April 26, 2011, Amendment No. 7 filed on April 4, 2012, Amendment No. 8 filed on October 5, 2012, Amendment No. 9 filed on November 21, 2012, Amendment No. 10 filed on June 20, 2013, Amendment No. 11 filed on August 12, 2014, Amendment No. 12 filed on March 5, 2015, Amendment No. 13 filed on May 12, 2015, Amendment No. 14 filed on June 6, 2017, Amendment No. 15 filed on February 27, 2018, Amendment No. 16 filed on April 30, 2018, Amendment No. 17 filed on May 15, 2018, Amendment No. 18 filed on June 26, 2018, Amendment No. 19 filed on January 9, 2019, Amendment No. 20 filed on May 19, 2020, Amendment No. 21 filed on December 18, 2020, Amendment No. 22 filed on April 28, 2021, Amendment No. 23 filed on September 30, 2021, Amendment No. 24 filed on November 17, 2022 and Amendment No. 25 filed on July 1, 2024. Information reported in the Original Filing, as amended, remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment No. 26. Capitalized terms used and not defined in this Amendment No. 26 have the meanings set forth in the Original Filing, as amended.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended to add the following:
Effective as of September 30, 2024, Alexander Otto resigned from the Board in connection with the Issuer’s spin-off of its portfolio of convenience retail properties into a separate, publicly traded company named Curbline Properties Corp.
| Item 5. | Interest in Securities of the Issuer. |
Item 5 is hereby amended to add the following:
(a) Alexander Otto may be deemed to beneficially own 3,966,669 Common Shares, representing 7.6% of the Issuer’s outstanding Common Shares (based on 52,390,515 Common Shares outstanding as of July 26, 2024 as reported by the Issuer in the Form 10-Q filed with the Securities and Exchange Commission on July 31, 2024 as revised to reflect the 1-for-4 reverse stock split of the Issuer’s issued and outstanding common shares that became effective on August 16, 2024 (the “2024 Reverse Stock Split”).
(b) With respect to any rights or powers to vote, or to direct the vote of, or to dispose of, or direct the disposition of, the Common Shares referenced in paragraph 5(a), Mr. Otto has sole voting power and sole dispositive power with regard to 3,966,669 Common Shares.
(c) Other than as set forth below, the Reporting Person has not effected any transactions in the Common Shares in the last sixty days.
Date | Transaction | Amount | Price | |||||||||
7/31/2024 | Sale | 424,355 | $ | 15.611 | (1) | |||||||
8/01/2024 | Sale | 293,874 | $ | 15.438 | (2) | |||||||
8/15/2024 | Grant | 1,923 | $ | 0.00 | (3) | |||||||
| CUSIP No. 251591103 | SCHEDULE 13D | Page 4 of 6 Pages |
| (1) | Reflects the weighted average sale price. The range of prices for such transaction is between $15.40 and $15.92. Sale occurred prior to the 2024 Reverse Stock Split. |
| (2) | Reflects the weighted average sale price. The range of prices for such transaction is between $15.315 and $15.56. Sale occurred prior to the 2024 Reverse Stock Split. |
| (3) | Reflects the Issuer’s grant to the reporting person of fully vested shares of the issuer’s common stock in accordance with the Issuer’s director compensation program. Grant occurred prior to the 2024 Reverse Stock Split. |
(d) Not applicable.
(e) Not applicable.
| Item 7. | Material to Be Filed as Exhibits. |
| Exhibit 1 | Investor Rights Agreement, dated May 11, 2009, between Mr. Otto and Developers Diversified Realty Corporation, incorporated herein by reference to Exhibit 10.1 of Form 8-K filed on May 11, 2009. | |
| Exhibit 2 | Power of Attorney of KG CURA Vermögensverwaltung G.m.b.H. & Co. for Alexander Otto dated October 1, 2024. | |
| CUSIP No. 251591103 | SCHEDULE 13D | Page 5 of 6 Pages |
SIGNATURE
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: October 2, 2024 | ||||||
| ALEXANDER OTTO | ||||||
/s/ Frederic Arndts | ||||||
| By: | Frederic Arndts, managing director of KG CURA Vermogensverwaltung G.m.b.H. & Co. | |||||
| For: | Alexander Otto | |||||
EXHIBIT INDEX
| Exhibit 1 | Investor Rights Agreement, dated May 11, 2009, between Mr. Otto and Developers Diversified Realty Corporation, incorporated herein by reference to Exhibit 10.1 of Form 8-K filed on May 11, 2009. | |
| Exhibit 2 | Power of Attorney of KG CURA Vermögensverwaltung G.m.b.H. & Co. for Alexander Otto dated October 1, 2024. | |
