SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 5)(1)
Gladstone Commercial Corporation
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(Name of Issuer)
Common Stock, $.001 Par Value
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(Title of Class of Securities)
376536108
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(CUSIP Number)
December 31, 2008
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(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)
(1) 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 the disclosures provided in a prior cover page.
The information required in 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 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. 376536108
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Porter Orlin LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [x]
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
541,228
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
541,228
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
541,228
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.32%
12. TYPE OF REPORTING PERSON
OO
CUSIP No. 376536108
---------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
A. Alex Porter
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [x]
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
541,228
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
541,228
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
541,228
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.32%
12. TYPE OF REPORTING PERSON
IN
CUSIP No. 376536108
---------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Paul Orlin
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [x]
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
541,228
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
541,228
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
541,228
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.32%
12. TYPE OF REPORTING PERSON
IN
CUSIP No. 376536108
---------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Geoffrey Hulme
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [x]
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
541,228
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
541,228
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
541,228
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.32%
12. TYPE OF REPORTING PERSON
IN
CUSIP No. 376536108
---------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Jonathan W. Friedland
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [x]
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
541,228
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
541,228
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
541,228
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.32%
12. TYPE OF REPORTING PERSON
IN
CUSIP No. 376536108
---------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
CF Advisors, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [x]
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
541,228
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
541,228
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
541,228
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.32%
12. TYPE OF REPORTING PERSON
OO
CUSIP No. 376536108
---------
* This 13G Amendment is being filed with respect to A. Alex Porter, Paul Orlin,
Geoffrey Hulme, Jonathan W. Friedland and CF Advisors, LLC. This is the initial
13G filing for Porter Orlin LLC.
Item 1(a). Name of Issuer:
Gladstone Commercial Corporation
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Item 1(b). Address of Issuer's Principal Executive Offices:
1521 Westbranch Drive, Suite 200
McLean, Virginia 22102
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Item 2(a). Name of Person Filing:
Porter Orlin LLC
A. Alex Porter
Paul Orlin
Geoffrey Hulme
Jonathan W. Friedland
CF Advisors, LLC
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Item 2(b). Address of Principal Business Office, or if None, Residence:
Porter Orlin LLC:
666 5th Avenue, 34th Floor,
New York, New York 10103
A. Alex Porter:
c/o Porter Orlin LLC,
666 5th Avenue, 34th Floor,
New York, New York 10103
Paul Orlin:
c/o Porter Orlin LLC,
666 5th Avenue, 34th Floor,
New York, New York 10103
Geoffrey Hulme:
c/o Porter Orlin LLC,
666 5th Avenue, 34th Floor,
New York, New York 10103
Jonathan W. Friedland:
c/o Porter Orlin LLC,
666 5th Avenue, 34th Floor,
New York, New York 10103
CF Advisors, LLC
c/o Porter Orlin LLC,
666 5th Avenue, 34th Floor,
New York, New York 10103
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Item 2(c). Citizenship or Place of Organization:
Porter Orlin LLC: Delware
A. Alex Porter: United States of America
Paul Orlin: United States of America
Geoffrey Hulme: United States of America
Jonathan W. Friedland: United States of America
CF Advisors, LLC: Delaware
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Item 2(d). Title of Class of Securities:
Common Stock, $.001 Par Value
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Item 2(e). CUSIP Number:
376536108
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Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)
or (c), Check Whether the Person Filing is a:
(a) [_] Broker or dealer registered under Section 15 of the Exchange Act.
(b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange
Act.
(d) [_] Investment company registered under Section 8 of the Investment
Company Act.
(e) [_] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) [_] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) [_] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act;
(i) [_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act;
(j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
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:
Porter Orlin LLC: 541,228 shares
A. Alex Porter: 541,228 shares
Paul Orlin: 541,228 shares
Geoffrey Hulme: 541,228 shares
Jonathan W. Friedland: 541,228 shares
CF Advisors, LLC: 541,228 shares
----------------------------------------------------------------------
(b) Percent of class:
Porter Orlin LLC: 6.32%
A. Alex Porter: 6.32%
Paul Orlin: 6.32%
Geoffrey Hulme: 6.32%
Jonathan W. Friedland: 6.32%
CF Advisors, LLC: 6.32%
----------------------------------------------------------------------
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
Porter Orlin LLC: 0
A. Alex Porter: 0
Paul Orlin: 0
Geoffrey Hulme: 0
Jonathan W. Friedland: 0
CF Advisors, LLC: 0
-----------------------------,
(ii) Shared power to vote or to direct the vote
Porter Orlin LLC: 541,228
Alex Porter: 541,228
Paul Orlin: 541,228
Geoffrey Hulme: 541,228
Jonathan W. Friedland: 541,228
CF Advisors, LLC: 541,228
------------------------------,
(iii) Sole power to dispose or to direct the disposition of
Porter Orlin LLC: 0
A. Alex Porter: 0
Paul Orlin: 0
Geoffrey Hulme: 0
Jonathan W. Friedland: 0
CF Advisors, LLC: 0
------------------------------,
(iv) Shared power to dispose or to direct the disposition of
Porter Orlin LLC: 541,228
A. Alex Porter: 541,228
Paul Orlin: 541,228
Geoffrey Hulme: 541,228
Jonathan W. Friedland: 541,228
CF Advisors, LLC: 541,228
-------------------------------.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities check the following [ ].
Not Applicable
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Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
Not Applicable
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Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company or Control
Person.
If a parent holding company or Control person has filed this schedule,
pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an
exhibit stating the identity and the Item 3 classification of the relevant
subsidiary. If a parent holding company or control person has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating
the identification of the relevant subsidiary.
Not Applicable
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Item 8. Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to ss.240.13d-1(b)(1)(ii)(J),
so indicate under Item 3(j) and attach an exhibit stating the identity and Item
3 classification of each member of the group. If a group has filed this schedule
pursuant to ss.240.13d-1(c) or ss.240.13d-1(d), attach an exhibit stating the
identity of each member of the group.
Not Applicable
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Item 9. Notice of Dissolution of Group.
Notice of dissolution of a group may be furnished as an exhibit stating the
date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity. See Item 5.
Not Applicable
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Item 10. Certifications.
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 such purpose or effect.
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.
February 13, 2009
--------------------------------------
(Date)
Porter Orlin LLC**
By: /s/ A. Alex Porter
--------------------------------------
(Signature)
A. Alex Porter, Principal
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(Name/Title)
/s/ A. Alex Porter**
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(Signature)
A. Alex Porter
--------------------------------------
/s/ Paul Orlin**
--------------------------------------
(Signature)
Paul Orlin
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/s/ Geoffrey Hulme**
--------------------------------------
(Signature)
Geoffrey Hulme
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/s/ Jonathan W. Friedland**
--------------------------------------
(Signature)
Jonathan W. Friedland
--------------------------------------
CF Advisors, LLC**
By: /s/ A. Alex Porter
--------------------------------------
(Signature)
A. Alex Porter/Principal
--------------------------------------
(Name/Title)
** The reporting persons hereby disclaim beneficial ownership over the shares
reported herein except to the extent of their pecuniary interest therein.
Note. Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
for whom copies are to be sent.
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
Exhibit 1
Joint Filing Statement
Statement Pursuant to Rule 13d-1(k)(1)
The undersigned hereby consent and agree to file a joint statement on
Schedule 13G under the Securities Exchange Act of 1934, as amended, with respect
to shares of common stock of Gladstone Commercial Corporation beneficially owned
by them, together with any or all amendments thereto, when and if appropriate.
The parties hereto further consent and agree to file this Statement Pursuant to
Rule 13d-1(k)(1)(iii) as an exhibit to Schedule 13G, thereby incorporating the
same into such Schedule 13G.
Dated: February 13, 2009 Porter Orlin LLC
By: /s/ A. Alex Porter
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Name: A. Alex Porter
Title: Principal
Dated: February 13, 2009 /s/ A. Alex Porter
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A. Alex Porter
Dated: February 13, 2009 /s/ Paul Orlin
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Paul Orlin
Dated: February 13, 2009 /s/ Geoffrey Hulme
-------------------------
Geoffrey Hulme
Dated: February 13, 2009 /s/ Jonathan W. Friedland
-------------------------
Jonathan W. Friedland
Dated: February 13, 2009 CF Advisors, LLC
By: /s/ A. Alex Porter
-------------------------
Name: A. Alex Porter
Title: Principal
SK 23227-0004 964359