07/02/2026 | Press release | Distributed by Public on 07/02/2026 19:48
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FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | |||
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1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Class A-1 Limited Partnership Units | (2)(3) | (2)(3) | Common Stock | 821,175,346.665 | (2)(3) | I | By CIM Group Holdings, LLC(1) |
| Class A-2 Limited Partnership Units | (2)(3) | (2)(3) | Common Stock | 86,200,726.998 | (2)(3) | I | By CIM Group Holdings, LLC(1) |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Shemesh Avraham 2398 E. CAMELBACK ROAD, 4TH FLOOR PHOENIX, AZ 85016 |
X | Vice President | ||
| /s/ Avraham Shemesh | 07/02/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | The reporting person may be deemed to beneficially own the shares and limited partnership units owned by CIM Group Holdings, LLC ("CIM Group Holdings") because of his position with CIM Group, LLC ("CIM Group Parent"), which owns and controls CIM Group Holdings. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his indirect pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
| (2) | Class A-1 and Class A-2 limited partnership units of an operating partnership in which a subsidiary of the issuer is general partner (the "operating partnership"). Until the consummation of a listing of the issuer's common stock on a national securities exchange (a "Listing"), CIM Group Holdings has no right to have its Class A-1 or A-2 limited partnership units redeemed or exchanged for shares of the issuer's common stock. Following the consummation of a Listing, CIM Group Holdings will have the right to require the operating partnership to redeem, |
| (3) | (Continued from footnote 2) subject to specified conditions and restrictions, the filer's Class A-1 and A-2 limited partnership units in exchange for a like number of shares of the issuer's common stock or, at the election of the issuer, a cash amount representing the value of such shares of the issuer's common stock. In connection with any such exchange, the issuer is required to concurrently redeem any shares of Special Voting Preferred Stock issued in correspondence to such redeemed Class A-1 or A-2 limited partnership units. |