Zuma Capital Management Files SC 13D for Presidio Property Trust

Ticker: SQFTW · Form: SC 13D · Filed: May 10, 2024 · CIK: 1080657

Presidio Property Trust, Inc. SC 13D Filing Summary
FieldDetail
CompanyPresidio Property Trust, Inc. (SQFTW)
Form TypeSC 13D
Filed DateMay 10, 2024
Risk Levelmedium
Pages16
Reading Time19 min
Key Dollar Amounts$0.01, $77,776, $3,054, $35,211, $5,982
Sentimentneutral

Sentiment: neutral

Topics: activist-investor, ownership-change, sec-filing

Related Tickers: SQFT

TL;DR

**ZUMA CAPITAL MANAGEMENT NOW HAS A BIG STAKE IN PRESIDIO PROPERTY TRUST. WATCH THIS SPACE.**

AI Summary

Zuma Capital Management, through Brent Morrison, has filed an SC 13D for Presidio Property Trust, Inc. as of May 10, 2024. This filing indicates a significant change in beneficial ownership, with Zuma Capital Management now holding a substantial stake in the company. The filing details their intentions and holdings related to Presidio Property Trust, Inc.

Why It Matters

This filing signals a potential shift in control or influence over Presidio Property Trust, Inc., which could impact its strategic direction and shareholder value.

Risk Assessment

Risk Level: medium — SC 13D filings often precede significant corporate actions or activist investor involvement, which can introduce volatility.

Key Players & Entities

  • Zuma Capital Management (company) — Filing entity
  • Brent Morrison (person) — Associated with Zuma Capital Management
  • Presidio Property Trust, Inc. (company) — Subject company
  • NETREIT, INC. (company) — Former name of Presidio Property Trust, Inc.

FAQ

What is the primary purpose of this SC 13D filing by Zuma Capital Management?

The filing is to report a change in beneficial ownership of Presidio Property Trust, Inc. by Zuma Capital Management, as required by SEC regulations.

Who is Brent Morrison in relation to this filing?

Brent Morrison is identified as being associated with Zuma Capital Management in the context of this SC 13D filing.

What was Presidio Property Trust, Inc. formerly known as?

Presidio Property Trust, Inc. was formerly known as NETREIT, INC. and NETREIT.

On what date was this SC 13D filing made?

This SC 13D filing was made on May 10, 2024.

What is the CUSIP number for Presidio Property Trust, Inc. Series A Common Stock?

The CUSIP number for Presidio Property Trust, Inc. Series A Common Stock is 74102L303.

Filing Stats: 4,654 words · 19 min read · ~16 pages · Grade level 14.7 · Accepted 2024-05-10 16:46:25

Key Financial Figures

  • $0.01 — Name of Issuer) Series A Common Stock, $0.01 par value per share (Title of Class o
  • $77,776 — y by ZCM Opportunities is approximately $77,776, 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. The
  • $544,901 — directly by Mr. Garfi is approximately $544,901. Item 4. Purpose of Transaction . Th

Filing Documents

Security and Issuer

Item 1. Security and Issuer . This statement relates to the Series A Common Stock, $0.01 par value per share (the “Shares”), 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, California 92123.

Identity and Background

Item 2. Identity and Background . (a) This (i) Zuma Capital Management, LLC, a Delaware limited liability company (“Zuma Capital Management”), with respect to the Shares directly and beneficially owned by it; (ii) ZCM Opportunities Fund, LP, a Delaware limited partnership (“ZCM Opportunities”), with respect to the Shares directly and beneficially owned by it; (iii) Brent Morrison, as the Managing Member of Zuma Capital Management; (iv) Samara Growth Fund, LP, a Delaware limited partnership (“Samara Growth”), with respect to the Shares directly and beneficially owned by it; (v) Samara Select Fund, LP, a Delaware limited partnership (“Samara Select”), with respect to the Shares directly and beneficially owned by it; (vi) Ouray Select, LP, a Delaware limited partnership (“Ouray Select”), with respect to the Shares directly and beneficially owned by it; (vii) Ouray Partners International Ltd., a Cayman Islands exempted company (“Ouray International”), with respect to the Shares directly and beneficially owned by it; (viii) Ouray Fund Management, LLC, a Delaware limited liability company (“Ouray Fund Management”), as the general partner of each of Samara Growth, Samara Select and Ouray Select; (ix) Ouray Capital Management, LLC, a Delaware limited liability company (“Ouray Capital Management”), as the investment manager of each of Samara Growth, Samara Select, Ouray Select and Ouray International; (x) Elena Piliptchak, as the Managing Member of each Ouray Fund Management and Ouray Capital Management; (xi) Vito Garfi; (xii) Reuben Berman; and (xiii) Stefani Carter. 15 CUSIP No. 74102L303 Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is a party to that certain Joint Filing Agreement, as further described in Item

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration . 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 81,272 Shares owned directly by ZCM Opportunities is approximately $77,776, 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. 16 CUSIP No. 74102L303 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 br

Purpose of Transaction

Item 4. Purpose of Transaction . The Reporting Persons purchased the Shares based on their belief that the Shares, when purchased, constituted an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable. On May 9, 2024, the Reporting Persons entered into a cooperation agreement (the “Cooperation Agreement”) with the Issuer, pursuant to which the Issuer agreed to appoint Elena Piliptchak as a Class III director (the “New Director”) to the Board of Directors of the Issuer (the “Board”) with a term expiring at the Issuer’s 2026 annual meeting of stockholders (the “2026 Annual Meeting”). The Cooperation Agreement further provides that the Issuer has agreed that the New Director shall be appointed to at least two (2) of the Board’s committees within fourteen (14) days of the date the Cooperation Agreement was executed, including the Nominating and Corporate Governance Committee (the “NCGC”) and that the second committee appointment shall be to the Audit Committee, the Compensation Committee, or a newly constituted Strategy Committee. Additionally, under the Cooperation Agreement, the New Director (or any Replacement Appointee (as defined below) who has replaced the New Director) is unable or unwilling to serve as a director for any reason, resigns as a director, or is removed as a director prior to the expiration of the Termination Date (as defined below) and at such time the Reporting Persons maintain an aggregate beneficial ownership

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer . The aggregate percentage of Shares reported owned by each person named herein is based on a denominator that is the sum of: (i) 14,463,802 Shares outstanding as of April 15, 2024, which is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 16, 2024, 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) 162,037 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 1.6% 18 CUSIP No. 74102L303 (b) 1. Sole power to vote or direct vote: 233,351 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 233,351 4. Shared power to dispose or direct the disposition: 0 (c) Zuma Capital Management has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares through the Retirement Account and SMAs and on behalf of ZCM Opportunities during the past sixty days are set forth in Schedule B are incorporated herein by reference. B. ZCM Opportunities (a) As of the date hereof, ZCM Opportunities directly owned 162,037 Shares, including 80,765 Shares underlying certain Warrants. Percentage: Approximately 1.1% (b) 1. Sole power to vote or direct vote: 162,037 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 162,037 4. Shared power to dispose or direct the disposition: 0 (c) The transactions in the Shares by ZCM Opportunities during the past sixty days are set forth in Schedule B and are incorporated herein by reference. C. Brent Morrison (a) Mr. Morrison, as the m

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