SC 13G/A: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities by passive investors and certain institutions
Published on February 14, 2023
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(AMENDMENT NO. 6)*
Rexford Industrial Realty, Inc
(Name of Issuer)
5.625% Series C Preferred Stock
(Title of Class of Securities)
76169C407
(CUSIP Number)
December 31, 2022
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
[ ] Rule 13d-1(b)
[ X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* 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. 76169C407
13G
Page 2 of 8 Pages
1.
NAMES OF REPORTING PERSONS OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Tishman Capital Partners Managed Income Fund LLC
83-4090285
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [ X ]
(b) [ ]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.
SOLE VOTING POWER
0
6.
SHARED VOTING POWER
175,808
7.
SOLE DISPOSITIVE POWER
0
8.
SHARED DISPOSITIVE POWER
175,808
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
175,808
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) [ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.10%
12.
TYPE OF REPORTING PERSON (see instructions)
OO
CUSIP No. 76169C407
13G
Page 3 of 8 Pages
1.
NAMES OF REPORTING PERSONS OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
NexWave Capital Partners LLC (d/b/a Tishman Capital Partners)
26-3885395
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [ x ]
(b) [ ]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Deleware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.
SOLE VOTING POWER
0
6.
SHARED VOTING POWER
175,808
7.
SOLE DISPOSITIVE POWER
0
8.
SHARED DISPOSITIVE POWER
175,808
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
175,808
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) [ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.10%
12.
TYPE OF REPORTING PERSON (see instructions)
IA
CUSIP No. 76169C407
13G
Page 4 of 8 Pages
1.
NAMES OF REPORTING PERSONS OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Charles Song
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [ X ]
(b) [ ]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.
SOLE VOTING POWER
0
6.
SHARED VOTING POWER
175,808
7.
SOLE DISPOSITIVE POWER
0
8.
SHARED DISPOSITIVE POWER
175,808
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
175,808
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) [ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.10%
12.
TYPE OF REPORTING PERSON (see instructions)
IN
CUSIP No. 76169C407
13G
Page 5 of 8 Pages
Item 1.
(a)
Name of Issuer
Rexford Industrial Realty, Inc.
(b)
Address of Issuer's Principal Executive Offices
11620 Wilshire Blvd., 10th Floor
Los Angeles, CA 90025
Item 2.
(a)
Name of Person Filing
Tishman Capital Partners Managed Income Fund LLC
(b)
The address of the principal place of the Filers:
100 Park Avenue, 18th Floor
New York, NY
(c)
For citizenship of Filers, see Item 4 of the cover sheet for each Filer.
USA
(d)
Title of Class of Securities
5.625% Series C Preferred Stock
(e)
CUSIP Number
76169C407
Item 3. If this statement is filed pursuant to 240.13d-1(b)
or 240.13d-2(b) or (c), check whether the person filing is a:
N/A
CUSIP No. 76169C407
13G
Page 6 of 8 Pages
Item 4. Ownership.
Provide the following information regarding the aggregate number
and percentage of the class of securities of the issuer identified in Item 1.
(a) Amount Beneficially Owned: 175,808
(b) Percent of Class: 5.10%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
(ii) shared power to vote or to direct the vote: 175,808
(iii) sole power to dispose or to direct the disposition of:
(iv) shared power to dispose or to direct the disposition of: 175,808
Item 5. Ownership of Five Percent or Less of a Class.
N/A
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
N/A
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company.
N/A
Item 8. Identification and Classification of Members of the Group.
N/A
Item 9. Notice of Dissolution of Group.
N/A
CUSIP No. 76169C407
13G
Page 7 of 8 Pages
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control
of the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction
having that purpose or effect.
Exhibits.
Exhibit A Joint Filing Agreement.
SIGNATURE
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.
Dated: February 14, 2023
/s/ Daniel Kramer
Signature
Daniel Kramer
Chief Compliance Officer
Name/Title
CUSIP No. 76169C407
13G
Page 8 of 8 Pages
EXHIBIT A
AGREEMENT REGARDING JOINT FILING
OF STATEMENT ON SCHEDULE 13G
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13G is filed on behalf of each of the undersigned and that
all subsequent amendments to this statement on Schedule 13G shall be filed
on behalf of each of the undersigned without the necessity of filing additional
joint filing agreements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning him or it contained herein and
therein, but shall not be responsible for the completeness and accuracy
of the information concerning the others, except to the extent that he or
it knows or has reason to believe that such information is inaccurate.
The undersigned hereby further agree that this Joint Filing Agreement
may be executed in any number of counterparts, each of which when so executed
shall be deemed to be an original, but all of which counterparts shall
together constitute one and the same instrument.
Dated: February 14, 2023
/s/ Daniel Kramer
Signature
Daniel Kramer
Chief Compliance Officer
Name/Title