UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
Presidio
Property Trust, Inc.
(Name
of issuer)
Series
A Common Stock, Par Value $0.01 Per Share
(Title
of class of securities)
74102L303
(CUSIP
number)
Jack
K. Heilbron
4995
Murphy Canyon Road, Suite 300
San
Diego, CA 92123
760-471-8536
(Name,
address and telephone number of person authorized to receive notices and communications)
January
5, 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. ☐
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 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).
CUSIP
No. 74102L303
(1) |
Names
of reporting persons
Jack
K. Heilbron |
(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)
PF,
OO, AF |
(5) |
Check
if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
|
(6) |
Citizenship
or place of organization
United
States |
Number
of
shares
beneficially
owned
by
each
reporting
person
with: |
(7) |
Sole
voting power
1,122,182(1) |
(8) |
Shared
voting power
20,014(2) |
(9) |
Sole
dispositive power
1,122,182(1) |
(10) |
Shared
dispositive power
20,014(2) |
(11) |
Aggregate
amount beneficially owned by each reporting person
1,142,196(3) |
(12) |
Check
if the aggregate amount in Row (11) excludes certain shares (see instructions)
|
(13) |
Percent
of class represented by amount in Row (11)
7.8%(4) |
(14) |
Type
of reporting person (see instructions)
IN |
(1)
Consists of: (a) 802,301 shares of Series A Common Stock, par value $0.01 per share, of the Issuer
(the “Shares”) held as follows:
|
(i) |
710,156
Shares held directly, including 403,824 Shares underlying unvested restricted stock; |
|
|
|
|
(ii) |
11,755
Shares held by Puppy Toes, Inc., of which the Reporting Person is the controlling shareholder; |
|
|
|
|
(iii) |
300
Shares held by Mary R. Limoges Custodian FBO Connor Daniel Heilbron UGMA CA Until Age 18, of which the Reporting Person’s spouse
is the custodian; |
|
|
|
|
(iv) |
300
Shares held by Mary R. Limoges Custodian FBO Jackson David Heilbron Heilbron UGMA CA Until Age 18, of which the Reporting Person’s
spouse is the custodian; |
|
|
|
|
(v) |
238
Shares held by Centurion Counsel, Inc., of which the Reporting Person is the controlling shareholder; |
|
|
|
|
(vi) |
79,552
Shares held by Centurion Counsel, Inc. on behalf of various account holders; |
(b)
319,881 Shares issuable upon the exercise of Series
A Common Stock Purchase Warrants (the “Warrants”) held as follows:
|
(i) |
308,388
Warrants held directly; |
|
|
|
|
(ii) |
10,655
Warrants held by Puppy Toes, Inc.; |
|
|
|
|
(iii) |
Warrants
held by Mary R. Limoges Custodian FBO Connor Daniel
Heilbron UGMA CA Until Age 18; |
|
|
|
|
(iv) |
300
Warrants held by Mary R. Limoges Custodian FBO Jackson David Heilbron Heilbron UGMA CA Until Age 18; and |
|
|
|
|
(v) |
238
Warrants held by Centurion Counsel, Inc., of which the Reporting Person is the controlling shareholder. |
(2)
Consists of:
|
(i) |
10,007
Shares held by the Reporting Person’s spouse; and |
|
|
|
|
(ii) |
10,007
Shares issuable upon exercise of Warrants held by the Reporting Person’s spouse. |
(3)
Represents an aggregate of 802,301 Shares and 329,888 Warrants, as described in footnotes (1) and (2).
(4)
Percentage is based upon 14,310,894 shares of common stock outstanding as of March 4, 2024 and 329,888 Shares issuable upon exercise
of the Warrants.
Item
1. Security and Issuer
This
Schedule 13D relates to the Series A Common Stock, $0.01 par value per share, of Presidio Property Trust, Inc., a Maryland corporation
(the “Issuer”). The address of the principal executive office of the Issuer is 4995 Murphy Canyon Road, Suite 300, San
Diego, CA 92123.
Item
2. Identity and Background
|
(a)
|
This
statement is being filed by Jack K. Heilbron (the “Reporting Person”). |
|
|
|
|
(b)
|
The
Reporting Person’s principal business address is 4995 Murphy Canyon Road, Suite 300, San Diego, CA 92123. |
|
|
|
|
(c)
|
Reporting
Person is the Chief Executive Officer, President and a Director of the Issuer. |
|
|
|
|
(d)
|
During
the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors). |
|
|
|
|
(e)
|
During
the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to
such laws. |
|
|
|
|
(f)
|
Reporting
Person is a citizen of the United States of America. |
Item
3. Source and Amount of Funds or Other Consideration
On
December 16, 2022, Mr. Heilbron used $4,001.01 in personal funds to purchase 4,000 shares of Common Stock on the open market at $1.01
per share.
On
December 19, 2022, Mr. Heilbron used $3,000 in personal funds to purchase 3,000 shares of Common Stock on the open market at $1.00 per
share.
On
December 19, 2022, Mr. Heilbron used $1,980 in personal funds to purchase 2,000 shares of Common Stock on the open market at $0.99 per
share.
On
December 19, 2022, Mr. Heilbron used $1,272.83 in personal funds to purchase 1,300 shares of Common Stock on the open market at $0.9791
per share.
On
December 19, 2022, Mr. Heilbron used $968 in personal funds to purchase 1,000 shares of Common Stock on the open market at $0.968 per
share.
On
December 19, 2022, Mr. Heilbron used $954 in personal funds to purchase 1,000 shares of Common Stock on the open market at $0.954 per
share.
On
December 19, 2022, Mr. Heilbron used $941 in personal funds to purchase 1,000 shares of Common Stock on the open market at $0.941 per
share.
On
December 22, 2022, Mr. Heilbron used $729.56 in personal funds to purchase 793 shares of Common Stock on the open market at $0.92 per
share.
On
May 18, 2023, Mr. Heilbron used $797 in personal funds to purchase 1,000 shares of Common Stock on the open market at $0.797 per share.
On
May 18, 2023, Mr. Heilbron used $1,346.40 in personal funds to purchase 1,700 shares of Common Stock on the open market at $0.792 per
share.
On
May 18, 2023, Mr. Heilbron used $82 in personal funds to purchase 100 shares of Common Stock on the open market at $0.82 per share.
On
June 15, 2023, Mr. Heilbron used $270.60 in personal funds to purchase 300 shares of Common Stock on the open market at $0.902 per share.
On
June 20, 2023, Mr. Heilbron used $900 in personal funds to purchase 10,000 shares of Common Stock on the open market at $0.09 per share.
On
June 23, 2023, Mr. Heilbron used $1,517.25 in personal funds to purchase 1,785 shares of Common Stock on the open market at $0.85 per
share.
On
August 17, 2023, Mr. Heilbron used $9,676 in personal funds to purchase 11,800 shares of Common Stock on the open market at $0.82 per
share.
On
August 22, 2023, Mr. Heilbron used $155.63 in personal funds to purchase 197 shares of Common Stock on the open market at $0.79 per share.
On
September 5, 2023, Mr. Heilbron used $3,850 in personal funds to purchase 5,000 shares of Common Stock on the open market at $0.77 per
share.
On
September 5, 2023, Mr. Heilbron used $2,919.84 in personal funds to purchase 3,696 shares of Common Stock on the open market at $0.79
per share.
Other
than the Shares listed in the first paragraph of this Item 3, all other Shares directly held by the Reporting person have been granted
to the Reporting Person in connection with his services to the Issuer as the Issuer’s Chief Executive Officer.
Other
than the Warrants listed in the first paragraph of this Item 3, all other Warrants were issued as a dividend to all holders of our Common
Stock as of the record date of January 14, 2022.
Item 4. Purpose of Transaction
All
of the Issuer’s securities owned by the Reporting Person have been acquired for investment purposes only. The Reporting Person
has no present plans or proposals that relate to or would result in any of the actions required to be described in subsections (a) through
(j) of Item 4 of Schedule 13D. The Reporting Person may, at any time, review or reconsider its positions with respect to the Issuer and
formulate plans or proposals with respect to any of such matters but has no present intention of doing so.
Item
5. Interest in Securities of the Issuer
(a)-(b) |
The
information in Items 7-11 and Item 13 of the cover page of this Schedule 13D, including the accompanying footnotes, is hereby incorporated
by reference into this Item 5. |
|
|
(c) |
Except
for the transactions which are the subject of this Schedule 13D, there were no other transactions
effected in the last 60 days by the Reporting Person. |
|
|
(d) |
Except
as described herein with respect to indirect holdings by the Reporting Person, the Reporting Person does not know of any other person
having the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the securities
described herein. |
|
|
(e) |
Not
applicable. |
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
The
Reporting Person is entitled to receive a bonus of 1% of the value of the SPAC stock owned by the Issuer valued on the day which is six
months and one day after the de-SPAC transaction was completed which the Reporting may elect to receive all or a portion of the bonus
in Shares.
Other
than as described in the first paragraph of this Item 6, there are no contracts, arrangements, understandings or relationships (legal
or otherwise) between the Reporting Person and any person with respect to any securities of the Issuer, including but not limited to
transfer or voting of any other securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees
of profits or loss, or the giving or withholding of proxies.
Item 7. Material to Be Filed as Exhibits
None.
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: |
March 4, 2024 |
By: |
/s/
Jack K. Heilbron |
|
|
|
Jack
K. Heilbron |
Presidio Property (NASDAQ:SQFTP)
過去 株価チャート
から 8 2024 まで 9 2024
Presidio Property (NASDAQ:SQFTP)
過去 株価チャート
から 9 2023 まで 9 2024