UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5 )*

 

 

Centerline Holding Company

(Name of Issuer)

 

 

Common Shares of Beneficial Interest

(Title of Class of Securities)

15188T108

(CUSIP Number)

Andrew L. Farkas

c/o Island Capital Group LLC

717 Fifth Avenue, 18th Floor

New York, New York 10022

(212) 705-5000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 18, 2011

(Date of Event Which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.   ¨

 

 

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 to whom copies are to be sent.

 

 

 

*

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).

Potential persons who are to 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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CUSIP No.15188T108		Page 2 of 9

 

1		NAMES OF REPORTING PERSONS   C3 Initial Assets LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  x        (b)  ¨
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS)       OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)    ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION       Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER       0
				8		SHARED VOTING POWER       139,663,545
				9		SOLE DISPOSITIVE POWER       0
				10		SHARED DISPOSITIVE POWER       139,663,545
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON       139,663,545
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)       ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)       40.0%*
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)       OO

 

*

The calculations in this Schedule 13D are based on 349.2 million common shares of beneficial interest (“Common Shares”) of the Issuer outstanding as of November 11, 2011 as reported in the Issuer’s Form 10-Q for the quarterly period ended September 30, 2011 filed with the Securities and Exchange Commission on November 14, 2011.

The percentage of the Common Shares of the Issuer that is reported as beneficially owned by the Reporting Persons is computed in accordance with Securities and Exchange Commission rules.

 

2

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CUSIP No.15188T108		Page 3 of 9

 

1		NAMES OF REPORTING PERSONS   C-III Capital Partners LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  x        (b)  ¨
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS)       OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)    ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION       Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER       0
				8		SHARED VOTING POWER       139,663,545
				9		SOLE DISPOSITIVE POWER       0
				10		SHARED DISPOSITIVE POWER       139,663,545
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON       139,663,545
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)       ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)       40.0%*
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)       OO

 

*	The calculations in this Schedule 13D are based on 349.2 million Common Shares of the Issuer outstanding as of November 11, 2011 as reported in the Issuer’s Form 10-Q for the quarterly period ended September 30, 2011 filed with the Securities and Exchange Commission on November 14, 2011.

The percentage of the Common Shares of the Issuer that is reported as beneficially owned by the Reporting Persons is computed in accordance with Securities and Exchange Commission rules.

 

3

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CUSIP No.15188T108		Page 4 of 9

 

1		NAMES OF REPORTING PERSONS   Island C-III Manager LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  x        (b)  ¨
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS)       OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)    ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION       Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER       0
				8		SHARED VOTING POWER       139,663,545
				9		SOLE DISPOSITIVE POWER       0
				10		SHARED DISPOSITIVE POWER       139,663,545
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON       139,663,545
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)       ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)       40.0%*
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)       OO

 

*	The calculations in this Schedule 13D are based on 349.2 million Common Shares of the Issuer outstanding as of November 11, 2011 as reported in the Issuer’s Form 10-Q for the quarterly period ended September 30, 2011 filed with the Securities and Exchange Commission on November 14, 2011.

The percentage of the Common Shares of the Issuer that is reported as beneficially owned by the Reporting Persons is computed in accordance with Securities and Exchange Commission rules.

 

4

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CUSIP No.15188T108		Page 5 of 9

 

1		NAMES OF REPORTING PERSONS   Anubis Advisors LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  x        (b)  ¨
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS)       OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)    ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION       Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER       0
				8		SHARED VOTING POWER       139,663,545
				9		SOLE DISPOSITIVE POWER       0
				10		SHARED DISPOSITIVE POWER       139,663,545
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON       139,663,545
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)       ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)       40.0%*
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)       OO

 

*	The calculations in this Schedule 13D are based on 349.2 million Common Shares of the Issuer outstanding as of November 11, 2011 as reported in the Issuer’s Form 10-Q for the quarterly period ended September 30, 2011 filed with the Securities and Exchange Commission on November 14, 2011.

The percentage of the Common Shares of the Issuer that is reported as beneficially owned by the Reporting Persons is computed in accordance with Securities and Exchange Commission rules.

 

5

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CUSIP No.15188T108		Page 6 of 9

 

1		NAMES OF REPORTING PERSONS   Island Capital Group LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  x        (b)  ¨
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS)       OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)    ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION       Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER       0
				8		SHARED VOTING POWER       139,663,545
				9		SOLE DISPOSITIVE POWER       0
				10		SHARED DISPOSITIVE POWER       139,663,545
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON       139,663,545
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)       ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)       40.0%
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)       OO

 

*	The calculations in this Schedule 13D are based on 349.2 million Common Shares of the Issuer outstanding as of November 11, 2011 as reported in the Issuer’s Form 10-Q for the quarterly period ended September 30, 2011 filed with the Securities and Exchange Commission on November 14, 2011.

The percentage of the Common Shares of the Issuer that is reported as beneficially owned by the Reporting Persons is computed in accordance with Securities and Exchange Commission rules.

 

6

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CUSIP No.15188T108		Page 7 of 9

 

1		NAMES OF REPORTING PERSONS   Andrew L. Farkas
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  x        (b)  ¨
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS)       OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)    ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION       United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER       7,954
				8		SHARED VOTING POWER       139,663,545
				9		SOLE DISPOSITIVE POWER       7,954
				10		SHARED DISPOSITIVE POWER       139,663,545
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON       139,671,499
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)       ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)       40.0%*
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)       IN

 

*	The calculations in this Schedule 13D are based on 349.2 million Common Shares of the Issuer outstanding as of November 11, 2011 as reported in the Issuer’s Form 10-Q for the quarterly period ended September 30, 2011 filed with the Securities and Exchange Commission on November 14, 2011.

The percentage of the Common Shares of the Issuer that is reported as beneficially owned by the Reporting Persons is computed in accordance with Securities and Exchange Commission rules.

 

7

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Page 8 of 9

Item 1. Security and Issuer

This Amendment No. 5 (this “Amendment No. 5”) to Schedule 13D amends and supplements the Statement on Schedule 13D originally filed on March 15, 2010, and amended on March 16, 2010, April 23, 2010, October 18, 2010 and November 7, 2011, with respect to the common shares of beneficial interest of Centerline Holding Company, a Delaware statutory trust created and existing under the Delaware Statutory Trust Act (the “Issuer”). The principal executive offices of the Issuer are located at 625 Madison Avenue, New York, New York, 10022.

Certain terms used but not defined in this Amendment No. 5 have the meanings assigned thereto in the Schedule 13D. The Schedule 13D is hereby amended and supplemented by this Amendment No. 5 as follows:

Item 4. Purpose of Transaction

Item 4 is amended by deleting the last sentence in the second paragraph thereof in its entirety and replacing it with the following sentence:

Pursuant to Amendment No. 2 (“Amendment No. 2”) to the RSA Purchase Agreement, dated as of November 18, 2011, between RSA and Capital Partners, the Option is exercisable until March 5, 2013 (which is 12 months later than the original expiration date), unless earlier terminated as provided in the RSA Purchase Agreement, at an exercise price equal to the fair market value of the shares subject to the Option on the date of exercise.

Item 4 is amended by adding the following:

The descriptions of Amendment No. 1 and Amendment No. 2 are qualified in their entirety by reference to the complete terms of Amendment No. 1 and Amendment No. 2, respectively, which are attached as exhibits hereto and incorporated herein by reference.

Item 5. Interest in Securities of the Issuer

Item 5 is amended by deleting the first sentence in the first paragraph thereof in its entirety and replacing it with the following sentence:

(a) and (b) The calculations in this Schedule 13D are based on 349.2 million Common Shares of the Issuer outstanding as of November 11, 2011 as reported in the Issuer’s Form 10-Q for the quarterly period ended September 30, 2011 filed with the Securities and Exchange Commission on November 14, 2011.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

See Item 4.

Item 7. Material to be Filed as Exhibits

 

Exhibit 1		Amendment No. 2 to Purchase and Sale Agreement, dated November 18, 2011, between Related Special Assets LLC and C-III Capital Partners LLC

 

8

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Page 9 of 9

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.

Date: November 18, 2011

 

 

9