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).
CUSIP No. 48282H308
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1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Pacific Trail Holdings, LLC (FEIN 36-4399182)
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
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3.
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SEC Use Only:
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4.
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Source of Funds (See Instructions): N/A
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):
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6.
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Citizenship or Place of Organization: United States
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Number of Shares Beneficially by Owned by Each Reporting Person With
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7. Sole Voting Power: 1,369,840.91
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8. Shared Voting Power: 0
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9. Sole Dispositive Power: 1,369,840.91
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10. Shared Dispositive Power: 0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person: 1,369,840.91
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): X
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13.
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Percent of Class Represented by Amount in Row (11): 76.4%
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14.
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Type of Reporting Person (See Instructions): HC
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CUSIP No. 48282H308
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1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Pacific Trail Holdings, Inc. (FEIN 36-4399255)
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
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3.
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SEC Use Only:
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4.
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Source of Funds (See Instructions): N/A
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):
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6.
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Citizenship or Place of Organization: United States
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Number of Shares Beneficially by Owned by Each Reporting Person With
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7. Sole Voting Power: 1,369,840.92
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8. Shared Voting Power: 0
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9. Sole Dispositive Power: 1,369,840.91
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10. Shared Dispositive Power: 0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person: 1,369,840.91
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): X
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13.
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Percent of Class Represented by Amount in Row (11): 76.4%
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14.
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Type of Reporting Person (See Instructions): HC
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This Amendment No.
1 to Schedule 13D (“Amendment No. 1”) amends and supplements the Schedule 13D (the “Schedule 13D) filed by the
Reporting Persons on May 19, 2008. Unless otherwise indicated, all capitalized terms in this Amendment No. 1 have the meaning set
forth in the original Schedule 13D for such terms. This Amendment No. 1 amends the Schedule 13D to include the information set
forth below.
Item 1. Security
and Issuer
This Statement on Schedule 13D (this
“Statement”) relates to the limited liability company interests (the “Common Shares”) of Kaanapali Land,
LLC, a Delaware limited liability company (the “Company”). The address of the Company’s principal executive offices
is:
Kaanapali Land, LLC
900 North Michigan Avenue
Chicago, Illinois 60611]
Item 2. Identity and Background
(a) – (c) and (f). Pacific Trail
Holdings, LLC (“Pacific Trail”) is a Delaware limited liability company, and is the sole managing member of the Company.
Pacific Trail Holdings, Inc. (“PTHI”) is the sole managing member of Pacific Trail. The executive office of each of
Pacific Trail and PTHI is 900 North Michigan Avenue, Chicago, Il 60611.
The names, citizenship, business addresses,
present principal occupation or employment and the name and the principal business address of any corporation or other organization
in which such employment is conducted of the directors and executive officers of PTHI are as set forth on Appendix A attached hereto,
and are incorporated herein by reference.
(d) and (e)
During the last five years, none of Pacific
Trail, PTHI, nor to the best of their knowledge, any person listed on Appendix A has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or 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 violation with respect to
such laws.]
Item 4. Purpose of Transaction
Pacific Trail initially
acquired its Class B Shares (now converted to Common Shares) when the Company emerged from bankruptcy proceedings in 2002. It holds
its Common Shares as the means of controlling the operations of the Company.
Pacific Trail intends to review from time to
time its investment in the Company. Based upon such review, as well as general economic, market and industry conditions and prospects
existing at the time, Pacific Trail may consider from time to time alternative courses of action, including the acquisition or
sales of Common Shares or other securities of the Company directly from the Company, through open market transactions, in privately
negotiated transactions, or otherwise.
Other than as described
in this Statement, Pacific Trail does not have any present plans or proposals that relate to or would result in any of the actions
described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.]
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Item 5. Interest in Securities of
the Issuer
(a) and (b) As of November 9, 2017, Pacific
Trail beneficially owned 1,369,840.91 Common Shares. This represents approximately 76.4% of the outstanding Common Shares. Pacific
Trail has the sole power to vote or dispose of those Common Shares. Neither Pacific Trail nor PTHI beneficially own any other Common
Shares.
(c) Except as described in the following
sentence, neither Pacific Trail nor PTHI has engaged in any transaction during the past 60 days in any Common Shares. Effective
as of November 9, 2017, Pacific Trail redeemed the interests in Pacific Trail held by one of its holders in exchange for 96,438.78
Common Shares, reflecting the proportional interest of the assets of Pacific Trail represented by such interest in Pacific Trail.
Except as set forth on Appendix A attached hereto, none of the persons whose names are listed on Appendix A beneficially owns any
Common Shares.
Item 6. Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the Issuer
There are no other
contracts, arrangements, understandings or relationships (legal or otherwise) between any of Pacific Trail, PTHI or any person
whose names are listed on Appendix A and any other person with respect to the securities of the Company, including but not limited
to transfer or voting of any of the securities of the Company, finder’s fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.]
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SIGNATURES
After reasonable inquiry and to the best
of their knowledge and belief, the undersigned certify that the information set forth in this Amendment No. 1 is true, complete
and correct.
Date: November 14, 2017
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Pacific Trail Holdings, LLC
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By:
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Pacific Trail Holdings, Inc.,
Its managing member
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By:
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/s/ Gary Nickele
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Name:
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Gary Nickele
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Title:
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President
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Pacific Trail Holdings, Inc.
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By:
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/s/ Gary Nickele
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Name:
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Gary Nickele
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Title:
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President
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APPENDIX A
INFORMATION CONCERNING THE OFFICERS AND DIRECTORS
OF PTHI
The following table set forth the name, present
principal occupation or employment and the name and principal business address of the organization in which the employment is conducted
and material occupations, positions, offices or employment for the past five years and the name, principal business and address
of the organization in which the employment is conducted for each member of the board of directors of PTHI and for each of its
executive officers. Each person listed below is a citizen of the United States. The business address of each such director or executive
officer is c/o Pacific Trail Holdings, Inc., 900 North Michigan Avenue, Chicago, Il 60611.
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Name
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Present Principal Occupation or Employment
Material Positions Held During the Past Five Years (1)
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Gary Nickele
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Director and President, President of the Company and Pacific Trail since May 2002; President and Director of Arvida Company, the administrator of ALP Liquidating Trust, which exists to manage the liquidation of the former business of Arvida/JMB Partners, L.P. (“Arvida Partners”) and executive vice president of JMB. He has been associated with JMB Realty Corporation (“JMB”) and Arvida Partners since 1984 and 1987, respectively. His experience relative to JMB, the Company, Pacific Trail, PTHI and Arvida Partners during the past five years has included overall responsibility for all legal matters, oversight of the operations of the Company, Pacific Trail, PTHI and Arvida Partners, including matters relating to property development and sales and general personnel and administrative functions.
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Stephen A. Lovelette
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Vice President of Pacific Trail since August 2009. He has been associated with JMB and its affiliates for over 20 years and during the past five years, has also been a Managing Director of JMB.
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Gailen J. Hull
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Vice President of Pacific Trail since October 2000. He has been associated with JMB since March, 1982 and during the past five years has also been a Senior Vice President of JMB.
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(1) During the last five
years, all of the directors and executive officers of PTHI have held the principal occupation indicated opposite their names, except
as otherwise indicated.
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