KANP Kaanapali Land LLC (PK)

(1)       Based on 1,792,613 shares outstanding as of November 13, 2018 according to the Kaanapali Land, LLC’s Form 10-Q filed with the Securities and Exchange Commission on November 13, 2018.

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

Not applicable.

Item 4. Purpose of Transaction

As of December 17, 2018, the Reporting Person ceased to be the beneficial owner of more than 5% of the Common Shares. As the Reporting Person now owns less than 5% of the Common Shares, this will be the final Schedule 13D amendment filing until such time, if any, as the Reporting Person exceeds the 5% ownership threshold.

On December 17, 2018, JMB entered into the following transactions:

(i) the Purchase and Sale Agreement for Kaanapali Shares (the “EB Trust Purchase Agreement”) with Rigel Barber Children’s Trust FBO Emma L. Barber (“EB Trust”), pursuant to which JMB sold 16,584.39 Common Shares to EB Trust at a price of $32 per share for a total sales price of $530,700.48 and in connection therewith EB Trust entered into a promissory note with JMB with an original principal amount of $398,025.36 to facilitate the purchase of these shares, which promissory note is secured by a security interest in the shares pursuant to the Security Agreement, dated as of December 17, 2018 (the “EB Trust Security Agreement”), by and between EB Trust and JMB;

(ii) the Purchase and Sale Agreement for Kaanapali Shares (the “MB Trust Purchase Agreement”) with Rigel Barber Children’s Trust FBO Matthew D. Barber (“MB Trust”), pursuant to which JMB sold 16,584.39 Common Shares to MB Trust at a price of $32 per share for a total sales price of $530,700.48, and in connection therewith MB Trust entered into a promissory note with JMB with an original principal amount of $398,025.36 to facilitate the purchase of these shares, which promissory note is secured by a security interest in the shares pursuant to the Security Agreement, dated as of December 17, 2018 (the “MB Trust Security Agreement”), by and between MB Trust and JMB;

(iii) the Purchase and Sale Agreement for Kaanapali Shares (the “Helland Purchase Agreement”) with Richard Helland (“Helland”), pursuant to which JMB sold 6,250 Common Shares to Helland at a price of $32 per share for a total sales price of $200,000 and in connection therewith Helland entered into a promissory note with JMB with an original principal amount of $180,000 to facilitate the purchase of these shares, which promissory note is secured by a security interest in the shares pursuant to the Security Agreement, dated as of December 17, 2018 (the “Helland Security Agreement”), by and between Helland and JMB; and

(iv) the Purchase and Sale Agreement for Kaanapali Shares (the “Howley Purchase Agreement”) with John Howley (“Howley”), pursuant to which JMB sold 6,250 Common Shares to Howley at a price of $32 per share for a total sales price of $200,000 and in connection therewith Howley entered into a promissory note with JMB with an original principal amount of $180,000 to facilitate the purchase of these shares, which promissory note is secured by a security interest in the shares pursuant to the Security Agreement, dated as of December 17, 2018 (the “Howley Security Agreement”), by and between Howley and JMB.

The transactions described in the foregoing clauses (i)-(iv) are collectively referred to herein as the “Sales.”

The foregoing description of the terms and conditions of the EB Trust Purchase Agreement, the EB Trust Security Agreement, the MB Trust Purchase Agreement, the MB Trust Security Agreement, the Helland Purchase Agreement, the Helland Security Agreement, the Howley Purchase Agreement and the Howley 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, 99.2, 99.3, 99.4, 99.5, 99.6, 99.7 and 99.8, respectively, and each is incorporated herein by reference.

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.

Item 5. Interest in Securities of the Issuer

(a) and (b) As of December 17, 2018, following the Sales JMB beneficially owned 72,428.78 Common Shares. This represents approximately 4.0% 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) The foregoing descriptions of the Sales in Item 4 are incorporated by reference herein. On October 12, 2018, JMB sold 17,920 Common Shares pursuant to an ordinary brokerage transaction. Except as described in this Item 5, JMB and the applicable parties to the Sales have not engaged in any transaction during the past 60 days in any Common Shares.

(d) Not applicable.

(e) As of December 17, 2018, JMB ceased to be the beneficial owner of more than 5% of the Common Shares. As JMB now owns less than 5% of the Common Shares, this will be the final Schedule 13D amendment filing until such time, if any, as JMB exceeds the 5% ownership threshold.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The foregoing descriptions of the Sales in Item 4 are incorporated by reference herein.

Except for the Sales and the contracts, agreements and arrangements entered in connection therewith, 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

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: December 20, 2018

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.

(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.