UNITED STATES  
  SECURITIES AND EXCHANGE COMMISSION  
  Washington, D.C. 20549  

 

 

 

SCHEDULE 13G/A

(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. 22)*

 

MACK-CALI REALTY CORPORATION

(Name of Issuer)

 

COMMON STOCK

(Title of Class of Securities)

 

554489 10 4

(CUSIP Number)

 

December 31, 2020

(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)
   
¨ Rule 13d-1(c)
   
x 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 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 (“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. 554489 10 4
 
  1. Name of Reporting Person
I.R.S. Identification No. of Above Persons (Entities Only)

The Mack Group  

William L. Mack
Earle I. Mack
David S. Mack
Fredric Mack
Richard Mack
Stephen Mack
William L. Mack, as Trustee for the William and Phyllis Mack Foundation, Inc.
Earle I. Mack, as Trustee for the Earle I. Mack Foundation, Inc.
Richard Mack, as Trustee for The Mack 2010 Family Trust II
David S. Mack, as Trustee for The David and Sondra Mack Foundation
Stephen Mack, as Trustee for the Stephen Mack and Kelly Mack Family Foundation
Stephen Mack, as Trustee for the Stephen F. Mack 2013 Revocable Trust
Carol Mack, as Trustee for the Andrew Mack 4/30/07 Trust
Carol Mack, as Trustee for the Beatrice Mack 4/30/07 Trust
 
  2. Check the Appropriate Box if a Member of a Group
    (a) x
    (b) ¨
 
  3. SEC Use Only
 
  4. Citizenship or Place of Organization
U.S.

     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5. Sole Voting Power
0
 
6. Shared Voting Power
7,452,969
 
7. Sole Dispositive Power
0
 
8. Shared Dispositive Power
7,452,969

     
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
7,452,969*
 
  10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
 
  11. Percent of Class Represented by Amount in Row (9)
7.4%
 
  12. Type of Reporting Person (See Instructions)
OO

 

 

* See Response to Item 4.

 

 

 

 

Item 1
  (a). Name of Issuer:
Mack-Cali Realty Corporation
  (b). Address of Issuer’s Principal Executive Offices:
Harborside 3, 210 Hudson St., Suite 400, Jersey City, New Jersey 07311
 
Item 2
  (a). Name of Person Filing:
The Mack Group
  (b). Address of Principal Business Office:
Mack Real Estate Group, 60 Columbus Cir., 20th Floor, New York, NY 10023
  (c). Citizenship:
Each member of The Mack Group is a citizen of the United States.
  (d). Title of Class of Securities:
Common Stock
  (e). CUSIP Number:
554489 10 4
 
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 as of December 31, 2020:
   
  (a) Amount beneficially owned:
7,452,969*

 

 

    * William L. Mack, a member of the Mack Group, is a trustee of the William and Phyllis Mack Foundation, Inc., a charitable foundation that owns 100,000 reported shares. Earle I. Mack, a member of the Mack Group, is a trustee of the Earle I. Mack Foundation, Inc., a charitable foundation that owns 30,000 reported shares. Richard Mack and Stephen Mack, members of the Mack Group, are trustees of The Mack 2010 Family Trust II, a trust that owns 330,097 reported shares. David S. Mack, a member of the Mack Group, is a trustee of The David and Sondra Mack Foundation, a charitable foundation that owns 225,000 reported shares. Stephen Mack, a member of the Mack Group, is a trustee of The Stephen Mack and Kelly Mack Family Foundation, a charitable foundation that owns 5,000 reported shares.  William L. Mack, Earle I. Mack, Richard Mack, David S. Mack and Stephen Mack, pursuant to Rule 13d-4 of the Securities Exchange Act of 1934, as amended, each hereby specifically disclaims beneficial ownership of any shares owned by such respective trust or foundations reported on this Schedule.
  (b) Percent of class:
7.4%
  (c) Number of shares to which such person has:  
     
    (i) Sole power to vote or to direct the vote:
0
    (ii) Shared power to vote or to direct the vote:
7,452,969
    (iii) Sole power to dispose or to direct the disposition of:
0
    (iv) Shared power to dispose or to direct the disposition of:
7,452,969

 

 

 

 

Item 5. Ownership of Five Percent or Less of a Class.
   
  Not applicable.
   
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
   
  Not applicable.
   
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
   
  Not applicable.

 

 

 

 

Item 8. Identification and Classification of Members of the Group.
   
  See Exhibit A attached hereto.
   
Item 9. Notice of Dissolution of Group.
   
  Not applicable.

 

Item 10. Certifications.
   
  Not applicable.

 

 

 

 

SIGNATURES

 

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

 

Dated: February 16, 2021 /s/ William L. Mack
  William L. Mack
   
Dated: February 16, 2021 /s/ Earle I. Mack
  Earle I. Mack
   
Dated: February 16, 2021 /s/ David S. Mack
  David S. Mack
   
Dated: February 16, 2021 /s/ Fredric Mack
  Fredric Mack
   
Dated: February 16, 2021 /s/ Richard Mack
  Richard Mack
   
Dated: February 16, 2021 /s/ Stephen Mack
  Stephen Mack
   
Dated: February 16, 2021 /s/ William L. Mack
  William L. Mack, as Trustee for The William and Phyllis Mack Foundation, Inc.
   
Dated: February 16, 2021 /s/ Earle I. Mack
  Earle I. Mack, as Trustee for the Earle I. Mack Foundation, Inc.
   
Dated: February 16, 2021 /s/ Richard Mack
  Richard Mack, as Trustee for The Mack 2010 Family Trust II
   
Dated: February 16, 2021 /s/ David S. Mack
  David S. Mack, as Trustee for The David and Sondra Mack Foundation
   
Dated: February 16, 2021 /s/ Stephen Mack
  Stephen Mack, as Trustee for The Stephen Mack and Kelly Mack Family Foundation
   
Dated: February 16, 2021 /s/ Stephen Mack
  Stephen Mack, as Trustee for the Stephen F. Mack 2013 Revocable Trust
   
Dated: February 16, 2021 /s/ Carol Mack
  Carol Mack, as Trustee for the Andrew Mack 4/30/07 Trust
   
Dated: February 16, 2021 /s/ Carol Mack
  Carol Mack, as Trustee for the Beatrice Mack 4/30/07 Trust

 

 

 

 

Exhibit A

 

THE MACK GROUP

 

NAME  NUMBER OF SHARES
BENEFICIALLY OWNED(1)
 
William L. Mack   2,089,322 
Earle I. Mack   709,901 
David S. Mack   1,830,873 
Fredric Mack   912,159 
Richard Mack   523,013 
Stephen Mack   101,129 
William L. Mack, as Trustee for The William and Phyllis Mack Foundation, Inc.   100,000(2)
Earle I. Mack, as Trustee for the Earle I. Mack Foundation, Inc.   30,000(2)
Richard Mack, as Trustee for The Mack 2010 Family Trust II   330,097(2)
David S. Mack, as Trustee for The David and Sondra Mack Foundation   225,000(2)
Stephen Mack, as Trustee for The Stephen Mack and Kelly Mack Family Foundation   5,000(2)
Stephen F. Mack, as Trustee for the Stephen F. Mack 2013 Revocable Trust   416,885 
Carol Mack, as Trustee for the Andrew Mack 4/30/07 Trust   89,795 
Carol Mack, as Trustee for the Beatrice Mack 4/30/07 Trust   89,795 
TOTAL   7,452,969 

 

 

(1)  Includes shares of Common Stock, restricted shares of Common Stock (vested and unvested), and limited partnership units redeemable for shares of Common Stock.

(2)  William L. Mack, a member of the Mack Group, is a trustee of the William and Phyllis Mack Foundation, Inc., a charitable foundation that owns 100,000 reported shares. Earle I. Mack, a member of the Mack Group, is a trustee of the Earle I. Mack Foundation, Inc., a charitable foundation that owns 30,000 reported shares.  Richard Mack and Stephen Mack, members of the Mack Group, are trustees of The Mack 2010 Family Trust II, a trust that owns 330,097 reported shares.  David S. Mack, a member of the Mack Group, is a trustee of The David and Sondra Mack Foundation, a charitable foundation that owns 225,000 reported shares.  Stephen Mack, a member of the Mack Group, is a trustee of The Stephen Mack and Kelly Mack Family Foundation, a charitable foundation that owns 5,000 reported shares.  William L. Mack, Earle I. Mack, Richard Mack, David S. Mack and Stephen Mack, pursuant to Rule 13d-4 of the Securities Exchange Act of 1934, as amended, each hereby specifically disclaims beneficial ownership of any shares owned by such respective trust or foundations reported on this Schedule.

 

 

 

 

Exhibit B

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the common stock, par value $0.01 per share, of Mack-Cali Realty Corporation.

 

Dated: February 16, 2021 /s/ William L. Mack
  William L. Mack
   
Dated: February 16, 2021 /s/ Earle I. Mack
  Earle I. Mack
   
Dated: February 16, 2021 /s/ David S. Mack
  David S. Mack
   
Dated: February 16, 2021 /s/ Fredric Mack
  Fredric Mack
   
Dated: February 16, 2021 /s/ Richard Mack
  Richard Mack
   
Dated: February 16, 2021 /s/ Stephen Mack
  Stephen Mack
   
Dated: February 16, 2021 /s/ William L. Mack
  William L. Mack, as Trustee for The William and Phyllis Mack Foundation, Inc.
   
Dated: February 16, 2021 /s/ Earle I. Mack
  Earle I. Mack, as Trustee for the Earle I. Mack Foundation, Inc.
   
Dated: February 16, 2021 /s/ Richard Mack
  Richard Mack, as Trustee for The Mack 2010 Family Trust II
   
Dated: February 16, 2021 /s/ David S. Mack
  David S. Mack, as Trustee for The David and Sondra Mack Foundation
   
Dated: February 16, 2021 /s/ Stephen Mack
  Stephen Mack, as Trustee for The Stephen Mack and Kelly Mack Family Foundation
   
Dated: February 16, 2021 /s/ Stephen Mack
  Stephen Mack, as Trustee for the Stephen F. Mack 2013 Revocable Trust
   
Dated: February 16, 2021 /s/ Carol Mack
  Carol Mack, as Trustee for the Andrew Mack 4/30/07 Trust
   
Dated: February 16, 2021 /s/ Carol Mack
  Carol Mack, as Trustee for the Beatrice Mack 4/30/07 Trust