Zuma Capital Management Amends Presidio Property Trust Filing

TL;DR

Zuma Capital Management just updated their stake in Presidio Property Trust. Watch this space.

AI Summary

Zuma Capital Management filed Amendment No. 3 to its Schedule 13D on April 16, 2024, regarding its holdings in Presidio Property Trust, Inc. The filing indicates a change in beneficial ownership, though specific details on the nature or extent of the change are not provided in this excerpt. Zuma Capital Management is based in Santa Monica, California.

Why It Matters

This amendment signals a potential shift in control or strategy for Presidio Property Trust, Inc., which could impact its stock price and future operations.

Risk Assessment

Risk Level: medium — Amendments to Schedule 13D filings often indicate significant changes in a major shareholder's position, which can lead to increased volatility.

Key Players & Entities

• Zuma Capital Management (company) — Filing entity
• Presidio Property Trust, Inc. (company) — Subject company
• Brent (person) — Mentioned in CUSIP number context

FAQ

Key Financial Figures

• $0.01 — Name of Issuer) Series A Common Stock, $0.01 par value per share (Title of Class o
• $64,156 — y by ZCM Opportunities is approximately $64,156, including brokerage commissions. The a
• $3,054 — y by ZCM Opportunities is approximately $3,054, including brokerage commissions. The a
• $35,211 — rement Account”) is approximately $35,211, including brokerage commissions. The a
• $5,982 — rectly by Mr. Morrison is approximately $5,982, including brokerage commissions. The a
• $816 — rectly by Mr. Morrison is approximately $816, including brokerage commissions. The
• $62,528 — ectly by Samara Growth is approximately $62,528, including brokerage commissions. The a
• $60,010 — ectly by Samara Select is approximately $60,010, including brokerage commissions. The a
• $78,465 — rectly by Ouray Select is approximately $78,465.62, including brokerage commissions. Th
• $53,318 — by Ouray International is approximately $53,318, including brokerage commissions. The a
• $12,737 — ctly by Ms. Piliptchak is approximately $12,737, including brokerage commissions. Item
• $1.5400 — s in multiple transactions ranging from $1.5400 to $1.1600 per Share. The Reporting Per
• $1.1600 — le transactions ranging from $1.5400 to $1.1600 per Share. The Reporting Persons undert
• $1.12000 — s in multiple transactions ranging from $1.12000 to $1.1700 per Share. The Reporting Per
• $1.1700 — e transactions ranging from $1.12000 to $1.1700 per Share. The Reporting Persons undert

Filing Documents

• sc13da314008002_04162024.htm (SC 13D/A) — 313KB
• ex991to13da314008002_041624.pdf (SC 13D/A) — 118KB
• 0000921895-24-000857.txt ( ) — 477KB

Identity and Background

Item 2. Identity and Background . Effective April 14, 2024, Zuma Capital Management withdrew its nomination of Reuben Berman, Vito Garfi and Stefani Carter as nominees for election to the Board at the Annual Meeting. In connection therewith, Messrs. Berman and Garfi and Ms. Carter ceased to be members of the Schedule 13(d) group, ceased to be party to the Joint Filing and Solicitation Agreement, and ceased to the Reporting Persons hereunder. The remaining Reporting persons will continue filing as a group statements on Schedule 13D with respect to their beneficial ownership of securities of the Issuer to the extent required by applicable law. Each of the remaining Reporting Persons shall remain party to the Joint Filing and Solicitation Agreement.

Source of Amount of Funds or Other Consideration

Item 3. Source of Amount of Funds or Other Consideration .

is hereby amended

Item 3 is hereby amended and restated to read as follows: The Shares purchased by ZCM Opportunities and held in the Retirement Account and certain separately managed accounts were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 67,085 Shares owned directly by ZCM Opportunities is approximately $64,156, including brokerage commissions. The aggregate purchase price of the 80,765 Shares issuable upon the exercise of certain Series A Common Stock Purchase Warrants to Purchase Shares of Common Stock (the “Warrants”) owned directly by ZCM Opportunities is approximately $3,054, including brokerage commissions. The aggregate purchase price of the 30,076 Shares held in a certain retirement account (the “Retirement Account”) is approximately $35,211, including brokerage commissions. The aggregate purchase price of the 41,138 Shares held in certain separately managed accounts (the “SMAs”) is approximately $35,211, including brokerage commissions. The aggregate purchase price of the 7,000 Shares owned directly by Mr. Morrison is approximately $5,982, including brokerage commissions. The aggregate purchase price of the 25,147 Shares underlying the Warrants owned directly by Mr. Morrison is approximately $816, including brokerage commissions. The aggregate purchase price of the 53,927 Shares owned directly by Samara Growth is approximately $62,528, including brokerage commissions. The aggregate purchase price of the 50,991 Shares owned directly by Samara Select is approximately $60,010, including brokerage commissions. The aggregate purchase price of the 76,475 Shares owned directly by Ouray Select is approximately $78,465.62, including brokerage commissions. The aggregate purchase price of the 46,688 Shares owned directly by Ouray International is approximately $53,318, including brokerage commissions. The aggre

Purpose of Transaction

Item 4. Purpose of Transaction .

is hereby amended

Item 4 is hereby amended to add the following: On April 14, 2024, Zuma Capital Management delivered a letter to the Issuer (the “April 14 Letter”) where it disputed the Issuer’s purported deficiencies with respect to Zuma Capital Management’s nomination of highly qualified director nominees and expressed its belief that the Board’s attempt to invalidate such nomination was an overt entrenchment maneuver designed to prevent stockholders from having the opportunity to be heard at the Annual Meeting. 12 CUSIP No. 74102L303 The Reporting Persons believe that the Issuer’s adoption of a classified board of directors shortly before the Annual Meeting, and after a significant stockholder had submitted a timely and valid nomination notice, coupled with the Issuer’s attempt to invalidate such nomination notice, is plainly a manipulative device designed to entrench the current Board, weaponize Rule 14a-19(b) and ultimately undermine the rights of the Issuer’s stockholders. Additionally, in the April 14 Letter, Zuma Capital Management withdrew the nomination of Reuben Berman, Vito Garfi and Stefani Carter for election to the Board at the Annual Meeting and disclosed its intention to solicit proxies to elect Brent Morrison and Elena Piliptchak to the Board at the Annual Meeting. The foregoing description of the April 14 Letter does not purport to be complete and is qualified in its entirety by reference to the April 14 Letter, which is incorporated herein by reference as Exhibit 99.1 hereto.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer . Items 5(a) through (c) and (e) are hereby amended and restated to read as follows: The aggregate percentage of Shares reported owned by each person named herein is based on a denominator that is the sum of: (i) 13,129,943 Shares outstanding as of November 13, 2023, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2023, and (ii) 105,912 Shares underlying the Warrants. A. Zuma Capital Management (a) Zuma Capital Management, as the general partner and investment manager of ZCM Opportunities and the SMAs, may be deemed the beneficial owner of the (i) 100 Shares owned directly, (ii) 147,850 Shares owned directly by ZCM Opportunities, (iii) 30,076 Shares held in the Retirement Account and (iv) 41,138 Shares held in the SMAs. Percentage: Approximately 1.7% (b) 1. Sole power to vote or direct vote: 219,164 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 219,164 4. Shared power to dispose or direct the disposition: 0 (c) Zuma Capital Management has not entered into any transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D. B. ZCM Opportunities (a) As of the date hereof, ZCM Opportunities directly owned 147,850 Shares, including 80,765 Shares underlying certain Warrants. Percentage: Approximately 1.1% 13 CUSIP No. 74102L303 (b) 1. Sole power to vote or direct vote: 147,850 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 147,850 4. Shared power to dispose or direct the disposition: 0 (c) ZCM Opportunities has not entered into any transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D. C. Brent Morrison (a) Mr. Morrison, as the managing member of Zuma Capital Management, may be deemed the beneficial owner of the (i) 32,147 Sha

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits .

is hereby amended

Item 7 is hereby amended to add the following exhibit: 99.1 Letter to the Issuer, dated April 14, 2024. 16 CUSIP No. 74102L303

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of his or her knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: April 16, 2024 Zuma Capital Management, LLC By: /s/ Brent Morrison Name: Brent Morrison Title: Managing Member ZCM Opportunities Fund, LP By: /s/ Brent Morrison Name: Brent Morrison Title: Managing Member /s/ Brent Morrison Brent Morrison Samara Growth Fund, LP By: Ouray Fund Management, LLC General Partner By: /s/ Elena Piliptchak Name: Elena Piliptchak Title: Managing Member Samara Select Fund, LP By: Ouray Fund Management, LLC General Partner By: /s/ Elena Piliptchak Name: Elena Piliptchak Title: Managing Member 17 CUSIP No. 74102L303 Ouray Select, LP By: Ouray Fund Management, LLC General Partner By: /s/ Elena Piliptchak Name: Elena Piliptchak Title: Managing Member Ouray Partners International Ltd. By: /s/ Elena Piliptchak Name: Elena Piliptchak Title: Sole Director Ouray Fund Management, LLC By: /s/ Elena Piliptchak Name: Elena Piliptchak Title: Managing Member Ouray Capital Management, LLC By: /s/ Elena Piliptchak Name: Elena Piliptchak Title: Managing Member /s/ Elena Piliptchak Elena Piliptchak 18 CUSIP No. 74102L303 SCHEDULE B Transactions in the Securities of the Issuer Since the Filing of Amendment No. 2 to the Schedule 13D Nature of Transaction Amount of Securities Purchased/(Sold) Price per Share ($) Date of Purchase/Sale SAMARA GROWTH FUND, LP Purchase of Common Stock 2,500 1.1552 1 03/14/2024 OURAY PARTNERS INTERNATIONAL, LTD Purchase of Common Stock 16,132 1.1420 2 03/14/2024 1 The price reported is a weighted average price. These Shares were purchases in multiple transactions ranging from $1.5400 to $1.1600 per Share. The Reporting Persons undertake to provide to the Issuer, any security of the Issuer or

View Full Filing

View this SC 13D/A filing on SEC EDGAR