* 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
|
1.
|
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
JMB Realty Corporation (FEIN 36-2707213)
|
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): OO
|
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 by Owned by Each Reporting Person With
|
7. Sole Voting Power: 136,017.56
|
|
8. Shared Voting Power: 0
|
|
9. Sole Dispositive Power: 136,017.56
|
|
10. Shared Dispositive Power: 0
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person: 136,017.56
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
|
13.
|
Percent of Class Represented by Amount in Row (11): 7.6%
|
14.
|
Type of Reporting Person (See Instructions): CO
|
2 of 6
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). JMB Realty Corporation
(“JMB”) is a Delaware corporation. The executive office of JMB 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 JMB are as set forth on Appendix A attached hereto,
and are incorporated herein by reference.
(d) and (e)
During the last five years, neither JMB,
nor to the best of its knowledge, any person listed on Appendix A has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or was 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 3. Source and Amount of Funds
or Other Consideration
No funds were used to acquire JMB’s
initial 72,428.78 Common Shares. Effective as of November 9, 2017, JMB received 96,438.78 Common Shares from Pacific Trail Holdings
LLC (“PTH”) in exchange for all of its interests in PTH.
On September 27, 2018, JMB entered into
a Purchase and Sale Agreement (the “Purchase Agreement”) for Kaanapali Shares with Stephen A. Lovelette (the “Buyer”),
pursuant to which JMB sold 31,250 Common Shares (the “Sold Shares”) to the Buyer at a price of $32 per share for a
total sales price of $1,000,000 (the “Sale”). In connection with the Sale, the Buyer entered into a promissory note
with JMB with an original principal amount of $900,000 to facilitate the purchase of the shares. The promissory note is secured
by a security interest in the Sold Shares pursuant to a Security Agreement, dated as of September 27, 2018 (the “Security
Agreement”), by and between the Buyer and JMB. The foregoing description of the terms and conditions of the Purchase Agreement
and the Security Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such
documents, which is attached hereto as Exhibits 99.1 and 99.2, respectively, and each is incorporated herein by reference.
Item 4. Purpose of Transaction
As described above in Item 3, in connection
with the Sale, on September 27, 2018, JMB entered into the Purchase Agreement with the Buyer, pursuant to which JMB sold 31,250
Common Shares to the Buyer at a price of $32 per share for a total sales price of $1,000,000. The foregoing description of the
terms and conditions of the Purchase Agreement do not purport to be complete and is qualified in its entirety by reference to the
full text of such document, which is attached hereto as Exhibit 99.1, and is incorporated herein by reference.
Based upon general economic, market and industry
conditions and prospects, JMB intends to dispose of its Common Shares by sales of Common Shares through open market transactions,
in privately negotiated transactions, or otherwise.
Other than as described in this Statement,
JMB 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.
3 of 6
Item 5. Interest in Securities of
the Issuer
(a) and (b) As of September 27, 2018,
following the Sale JMB beneficially owned 136,017.56 Common Shares. This represents approximately 7.6% of the outstanding Common
Shares. JMB has the sole power to vote or dispose of those Common Shares. JMB does not own any other Common Shares. 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.
(c) Except as described in Items 3 and
4 above, JMB and Mr. Lovelette have not engaged in any transaction during the past 60 days in any Common Shares.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the Issuer
On September 27, 2018, JMB entered into
the Purchase Agreement with the Buyer, pursuant to which JMB sold the Sold Shares to the Buyer at a price of $32 per share for
a total sales price of $1,000,000. In connection with the Sale, the Buyer entered into a promissory note with JMB with an original
principal amount of $900,000 to facilitate the purchase of the shares. The promissory note is secured by a security interest in
the Sold Shares pursuant to the Security Agreement. The foregoing description of the terms and conditions of the Purchase Agreement
and the Security Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such
documents, which is attached hereto as Exhibits 99.1 and 99.2, respectively, and each is incorporated herein by reference.
Except for the Purchase Agreement and
the Security Agreement, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between any
of JMB 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.
Item 7. Material to Be Filed as Exhibits
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
|
|
|
|
|
|
Exhibit 99.1
|
|
Purchase and Sale Agreement for Kaanapali Shares, dated as of September 27, 2018, by and between JMB Realty Corporation and Stephen A. Lovelette.
|
|
Exhibit 99.2
|
|
Security Agreement, dated as of September 27, 2018, JMB Realty Corporation and Stephen A. Lovelette.
|
|
|
|
4 of 6
SIGNATURES
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.
Date: October 3, 2018
|
|
JMB Realty Corporation
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Gary Nickele
|
|
|
Name:
|
Gary Nickele
|
|
|
Title:
|
Executive Vice President
|
5 of 6
APPENDIX A
INFORMATION CONCERNING THE OFFICERS AND DIRECTORS
OF JMB
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 JMB 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 JMB Realty Corporation, 900 North Michigan Avenue, Chicago, IL 60611.
|
Name
|
Present Principal Occupation or Employment
Material Positions Held During the Past Five Years (1)
|
Beneficial Ownership of Shares of the Company
|
|
Rigel H. Barber
|
Executive Vice President of JMB, with which he has been associated for the past five years.
|
2,144.58
|
|
Neil J. Bluhm
|
President and Director of JMB, with which he has been associated since 1970.
|
23,525.830 (2)
|
|
Stephen A. Lovelette
|
Managing Director and Treasurer of JMB. Mr. Lovelette has been an Executive Vice President of KLC Land since 2000 and Kaanapali Land since May 2002. Mr. Lovelette is in charge of implementing the Kaanapali 2020 development plan. Mr. Lovelette has been associated with JMB and its affiliates for over 20 years. Prior to joining an affiliate of JMB, Mr. Lovelette worked for Arvida Corporation, the predecessor to Arvida Partners, under its previous ownership.
|
44,480.07 (3)
|
|
Judd D. Malkin
|
Chairman and Director of JMB, with which he has been associated since 1969.
|
—
|
|
Stuart C. Nathan
|
Director of JMB, with which he has been associated for the past five years.
|
3,840.61
|
|
Gary Nickele
|
Executive Vice President. Mr. Nickele has been the President of the Company and PTH 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, PTH and Arvida Partners during the past five years has included overall responsibility for all legal matters, oversight of the operations of the Company, PTH and Arvida Partners, including matters relating to property development and sales and general personnel and administrative functions.
|
— (3)
|
|
John G. Schreiber
|
Director of JMB, with which he has been associated for the past five years.
|
4,804.97
|
(1) During the last five years, all of the directors and executive
officers of JMB have held the principal occupation indicated opposite their names, except as otherwise indicated.
(2) Represents shares held by Lamb Partners. Lamb, LLC, as a partner
with an approximate 98.9% equity interest in Lamb Partners, may also be deemed to have beneficial ownership of the shares of the
Common Shares owned by Lamb Partners. Mr. Bluhm, as a managing member of Lamb, LLC, may be deemed to have beneficial ownership
of the shares held by Lamb Partners and disclaims beneficial ownership with respect to any of the shares owned by Lamb Partners,
except to the extent of his pecuniary interest.
(3) PTH holds 1,369,840.910 Common Shares. The sole managing member
of PTH, Pacific Trail Holdings, Inc. (“PTHI”), may be deemed to beneficially own the Shares owned by PTH. PTHI disclaims
beneficial ownership with respect to any of the shares owned by PTH. Each of the shareholders of PTHI may be deemed to own the
Common Shares owned by PTH. Messrs. Lovelette and Nickele are stockholders of PTHI and disclaim beneficial ownership with respect
to any of the shares owned by PTH.
6 of 6