MCB PR Capital Discloses Stake in Whitestone REIT

TL;DR

**MCB PR Capital just dropped a 13D on Whitestone REIT. Watch this space.**

AI Summary

On June 3, 2024, MCB PR Capital LLC, along with its group members MCB ACQUISITIONS MANAGER LLC and P. DAVID BRAMBLE, filed an SC 13D, indicating a significant stake in Whitestone REIT. The filing details their ownership and intentions regarding the company's securities.

Why It Matters

This filing signals potential activist investor involvement or a strategic interest in Whitestone REIT by MCB PR Capital, which could lead to changes in company strategy or governance.

Risk Assessment

Risk Level: medium — The filing of a Schedule 13D often precedes activist campaigns or significant strategic moves by investors, introducing uncertainty for the company and its shareholders.

Key Players & Entities

• MCB PR Capital LLC (company) — Filer of the SC 13D
• Whitestone REIT (company) — Subject company
• MCB ACQUISITIONS MANAGER LLC (company) — Group member of the filer
• P. DAVID BRAMBLE (person) — Group member of the filer

FAQ

Key Financial Figures

• $0.001 — Common Shares of Beneficial Interest, $0.001 par value per share (Title of Class o
• $58,462,183 — invested an aggregate of approximately $58,462,183 to purchase the Common Shares. MCB obta

Filing Documents

• mcb_sc13d.htm (SC 13D) — 73KB
• mcb_ex0701.htm (EX-7.01) — 34KB
• image_014.jpg (GRAPHIC) — 4KB
• image_001.jpg (GRAPHIC) — 2KB
• 0001683168-24-003951.txt ( ) — 118KB

Security and Issuer

Item 1. Security and Issuer. This statement on Schedule 13D (the “Schedule 13D”) relates to the common shares of beneficial interest, $0.001 par value per share (the “Common Shares”), of Whitestone REIT, a Maryland real estate investment trust (the “Issuer”), whose principal executive office is located at 2600 South Gessner, Suite 500, Houston, Texas 77063.

Identity and Background

Item 2. Identity and Background. This Schedule 13D is being filed by the following entities (each a “Reporting Person” and collectively, the “Reporting Persons”): MCB PR Capital LLC, a Delaware limited liability company (“MCB”) MCB Acquisitions Manager LLC, a Maryland limited liability company (“Acquisitions”) P. David Bramble, an individual and citizen of the United The principal business address of each of the Reporting Persons is 2002 Clipper Park Road, Suite 105, Baltimore, Maryland 21211. The Reporting Persons are principally engaged in the business of real estate investments. During the last five years, none of the Reporting Persons (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) 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.

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration. As of the date of this Schedule 13D, MCB had invested an aggregate of approximately $58,462,183 to purchase the Common Shares. MCB obtained such funds through contributions by third-party investors. None of the purchase price is or will be represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the securities.

Purpose of Transaction

Item 4. Purpose of Transaction The Reporting Persons purchased the Common Shares for investment purposes. As with their other investments, the Reporting Persons continuously evaluate the Issuer, including but not limited to its businesses, results of operations, and prospects. In light of that ongoing evaluation, on June 3, 2024, MCB sent an acquisition proposal to the Issuer, a copy of which is filed as Exhibit 7.01 to this Schedule 13D (the “Proposal”) and is incorporated by reference herein. The Proposal provides that it is non-binding and subject to confirmatory diligence, as well as the execution of definitive transaction agreements. The Reporting Persons intend to engage in discussions with the Issuer and its representatives concerning the Proposal and to enter into negotiations with the Issuer with respect thereto. The Reporting Persons may enter into appropriate confidentiality or similar agreements with the Issuer to facilitate the exchange of information with the Issuer in connection with such negotiations. There can be no certainty as to whether discussions will occur, or if they do, the outcome of such discussions. The Reporting Persons may determine to accelerate or terminate discussions with the Issuer concerning the Proposal, change the terms of or withdraw the Proposal, take any action to facilitate or increase the likelihood of consummation of the Proposal or change their intentions with respect to any such matters, in each case at any time and without prior notice. The Reporting Persons will, directly or indirectly, take such additional steps as they may deem appropriate to further the Proposal or otherwise support their investment in the Issuer, including but not limited to entering into financing commitments and other agreements, arrangements and understandings concerning the Proposal. 5 While the Reporting Persons intend to pursue the transaction described in the Proposal, in connection with their investment in the Issuer, the

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer. (a) – (b) The information required for each Reporting Person by Item 5 (a) – (b) is set forth in Rows 7 – 13 on pages 1, 2 and 3 of this Schedule 13D and is incorporated herein by reference, respectively, for each Reporting Person. The information with respect to the percentage of the outstanding Common Shares of the Issuer beneficially owned by each Reporting Person is calculated based on the last reported outstanding share information for the Issuer from its Quarterly Report on Form 10-Q for the quarter ended March 31, 2024: (c) The transactions in the Common Shares by each Reporting Person during the past sixty days are set forth in Schedule A and are incorporated herein by reference. (d) None. (e) Not applicable.

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

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer The information described under Item 3 regarding the source of funds used by MCB to purchase the Common Shares reported in this Schedule 13D and the information regarding the Proposal described under Item 4 are incorporated herein by reference in their entirety. Except as provided herein, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons and between any of the Reporting Persons and any other person with respect to any securities of the Issuer, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies, or a pledge or contingency, the occurrence of which would give another person voting power over the securities of the Issuer.

Materials to be Filed as Exhibits

Item 7. Materials to be Filed as Exhibits Exhibit 7.01 Proposal from MCB to the Board of Trustees of the Issuer, dated as of June 3, 2024 6

SIGNATURES

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: June 3, 2024 /s/ P. David Bramble David Bramble, Individually, and On behalf of MCB Acquisitions Manager LLC, as the sole member of MCB Acquisitions Manager LLC On behalf of MCB PR Capital LLC, as the sole manager of MCB PR Capital LLC 7 SCHEDULE A TRANSACTIONS IN THE ISSUER’S SECURITIES DURING THE LAST 60 DAYS Nature of the Transaction Securities Purchased Price Per Share ($) Date of Transaction Purchase of Common Shares 125,577 * $ 12.15976 5/7/2024 Purchase of Common Shares 428,770 * $ 12.21910 5/8/2024 Purchase of Common Shares 7,035 * $ 12.23930 5/9/2024 Purchase of Common Shares 43,735 * $ 12.37160 5/10/2024 Purchase of Common Shares 72,646 * $ 12.41920 5/13/2024 Purchase of Common Shares 25,349 $ 12.44870 5/14/2024 Purchase of Common Shares 38,077 * $ 12.44390 5/15/2024 Purchase of Common Shares 17,387 * $ 12.44790 5/16/2024 Purchase of Common Shares 44,120 * $ 12.40730 5/17/2024 Purchase of Common Shares 71,454 * $ 12.43940 5/20/2024 Purchase of Common Shares 291,397 * $ 12.60500 5/21/2024 Purchase of Common Shares 219,744 * $ 12.67300 5/22/2024 Purchase of Common Shares 304,073 * $ 12.59960 5/23/2024 Purchase of Common Shares 90,215 * $ 12.68140 5/24/2024 Purchase of Common Shares 150,008 * $ 12.93270 5/28/2024 Purchase of Common Shares 270,413 * $ 12.94080 5/29/2024 * Represents transactions made on the open market by MCB. Other than as disclosed in this Schedule A, there was no transaction in the Common Shares by the Reporting Persons during the past sixty days. 8

View Full Filing

View this SC 13D filing on SEC EDGAR