UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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.   )¹

 

CIM Commercial Trust Corporation

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

125525584

(CUSIP Number)

January 17, 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)

☐

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 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).

 

	1		NAME OF REPORTING PERSON
				ENGINE CAPITAL, L.P.
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		CITIZENSHIP OR PLACE OF ORGANIZATION
				DELAWARE
NUMBER OF				5		SOLE VOTING POWER
SHARES
BENEFICIALLY							750,749
OWNED BY				6		SHARED VOTING POWER
EACH
REPORTING							- 0 -
PERSON WITH				7		SOLE DISPOSITIVE POWER
							750,749
				8		SHARED DISPOSITIVE POWER
							- 0 -
	9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				750,749
	10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES															☐
	11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
				5.1%
	12		TYPE OF REPORTING PERSON
				PN

  

	1		NAME OF REPORTING PERSON
				ENGINE JET CAPITAL, L.P.
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		CITIZENSHIP OR PLACE OF ORGANIZATION
				DELAWARE
NUMBER OF				5		SOLE VOTING POWER
SHARES
BENEFICIALLY							161,885
OWNED BY				6		SHARED VOTING POWER
EACH
REPORTING							- 0 -
PERSON WITH				7		SOLE DISPOSITIVE POWER
							161,885
				8		SHARED DISPOSITIVE POWER
							- 0 -
	9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				161,885
	10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES															☐
	11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
				1.1%
	12		TYPE OF REPORTING PERSON
				PN

  

 

	1		NAME OF REPORTING PERSON
				ENGINE CAPITAL MANAGEMENT, LP
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		CITIZENSHIP OR PLACE OF ORGANIZATION
				DELAWARE
NUMBER OF				5		SOLE VOTING POWER
SHARES
BENEFICIALLY							912,634
OWNED BY				6		SHARED VOTING POWER
EACH
REPORTING							- 0 -
PERSON WITH				7		SOLE DISPOSITIVE POWER
							912,634
				8		SHARED DISPOSITIVE POWER
							- 0 -
	9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				912,634
	10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES															☐
	11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
				6.2%
	12		TYPE OF REPORTING PERSON
				PN

  

 

	1		NAME OF REPORTING PERSON
				ENGINE CAPITAL MANAGEMENT GP, LLC
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		CITIZENSHIP OR PLACE OF ORGANIZATION
				DELAWARE
NUMBER OF				5		SOLE VOTING POWER
SHARES
BENEFICIALLY							912,634
OWNED BY				6		SHARED VOTING POWER
EACH
REPORTING							- 0 -
PERSON WITH				7		SOLE DISPOSITIVE POWER
							912,634
				8		SHARED DISPOSITIVE POWER
							- 0 -
	9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				912,634
	10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES															☐
	11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
				6.2%
	12		TYPE OF REPORTING PERSON
				OO

  

 

	1		NAME OF REPORTING PERSON
				ENGINE INVESTMENTS, LLC
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		CITIZENSHIP OR PLACE OF ORGANIZATION
				DELAWARE
NUMBER OF				5		SOLE VOTING POWER
SHARES
BENEFICIALLY							912,634
OWNED BY				6		SHARED VOTING POWER
EACH
REPORTING							- 0 -
PERSON WITH				7		SOLE DISPOSITIVE POWER
							912,634
				8		SHARED DISPOSITIVE POWER
							- 0 -
	9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				912,634
	10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES															☐
	11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
				6.2%
	12		TYPE OF REPORTING PERSON
				OO

  

 

	1		NAME OF REPORTING PERSON
				ARNAUD AJDLER
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		CITIZENSHIP OR PLACE OF ORGANIZATION
				BELGIUM
NUMBER OF				5		SOLE VOTING POWER
SHARES
BENEFICIALLY							912,634
OWNED BY				6		SHARED VOTING POWER
EACH
REPORTING							- 0 -
PERSON WITH				7		SOLE DISPOSITIVE POWER
							912,634
				8		SHARED DISPOSITIVE POWER
							- 0 -
	9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				912,634
	10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES															☐
	11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
				6.2%
	12		TYPE OF REPORTING PERSON
				IN

  

Item 1(a).

Name of Issuer:

 

CIM Commercial Trust Corporation, a Maryland real estate investment trust (the “Issuer”).

 

Item 1(b).

Address of Issuer’s Principal Executive Offices:

 

17950 Preston Road, Suite 600

Dallas, Texas 75252

 

Item 2(a).

Name of Person Filing:

 

This statement is filed by Engine Capital, L.P., a Delaware limited partnership (“Engine Capital”), Engine Jet Capital, L.P., a Delaware limited partnership (“Engine Jet”), Engine Capital Management, LP, a Delaware limited partnership (“Engine Management”), Engine Capital Management GP, LLC, a Delaware limited liability company (“Engine GP”), Engine Investments, LLC, a Delaware limited liability company (“Engine Investments”) and Arnaud Ajdler. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

 

Engine Management serves as the investment manager of each of Engine Capital and Engine Jet. Engine GP serves as the general partner of Engine Management. Engine Investments serves as the general partner of each of Engine Capital and Engine Jet. Mr. Ajdler serves as the managing partner of Engine Management and the managing member of each of Engine GP and Engine Investments. By virtue of these relationships, Engine Management, Engine GP, Engine Investments and Mr. Ajdler may be deemed to beneficially own the Shares (as defined below) owned directly by each of Engine Capital and Engine Jet.

 

Item 2(b).

Address of Principal Business Office or, if None, Residence:

 

The address of the principal office of each of the Reporting Persons is 1345 Avenue of the Americas, 33rd Floor, New York, New York 10105.

 

Item 2(c).

Citizenship:

 

Each of Engine Capital, Engine Jet, Engine Management, Engine GP and Engine Investments are organized under the laws of the State of Delaware. Mr. Ajdler is a citizen of Belgium.

 

Item 2(d).

Title of Class of Securities:

 

Common Stock, par value $0.001 per share (the “Shares”).

 

Item 2(e).

CUSIP Number:

 

125525584

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:

 

		/x/	Not applicable.
	(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)	/ /	Non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J).
	(k)	/ /	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____

 

Item 4.

Ownership.

 

(a)

Amount beneficially owned:

 

As of the date hereof:

 

(i)

Engine Capital directly owned 750,749 Shares;

 

(ii)

Engine Jet directly owned 161,885 Shares; and

 

(iii)

Each of Engine Management, as the investment manager of each of Engine Capital and Engine Jet, Engine GP, as the general partner of Engine Management, Engine Investments as the general partner of each of Engine Capital and Engine Jet, and Mr. Ajdler as the managing partner of Engine Management and the managing member of each of Engine GP and Engine Investments, may be deemed the beneficial owner of the 912,634 Shares owned in the aggregate by Engine Capital and Engine Jet.

 

The filing of this Schedule 13G shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the Shares reported herein. Each of the Reporting Persons specifically disclaims beneficial ownership of the Shares reported herein that are not directly owned by such Reporting Person.

 

(b)

Percent of class:

 

The following percentages are based on 14,602,149 Shares outstanding as of December 9, 2019, which is the total number of Shares outstanding as reported in the Issuer’s Preliminary Prospectus Supplement on Form 424B5 filed with the Securities and Exchange Commission on December 13, 2019.

 

As of the date hereof, (i) Engine Capital may be deemed to beneficially own approximately 5.1% of the outstanding Shares, (ii) Engine Jet may be deemed to beneficially own approximately 1.1% of the outstanding Shares and (iii) each of Engine Management, Engine GP, Engine Investments and Mr. Ajdler may be deemed to beneficially own approximately 6.2% of the outstanding Shares.

 

(c)

Number of shares as to which such person has:

 

(i)

Sole power to vote or to direct the vote:

 

See Cover Pages Items 5-9.

 

(ii)

Shared power to vote or to direct the vote:

 

See Cover Pages Items 5-9.

 

(iii)

Sole power to dispose or to direct the disposition of:

 

See Cover Pages Items 5-9.

 

(iv)

Shared power to dispose or to direct the disposition of:

 

See Cover Pages Items 5-9.

 

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 That 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 99.1.

 

Item 9.

Notice of Dissolution of Group.

 

Not Applicable.

 

Item 10.

Certifications.

 

By signing below each of the undersigned certifies that, to the best of its 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.

 

SIGNATURE

 

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: January 27, 2020

 

	ENGINE CAPITAL, L.P.
	By:	Engine Investments, LLC, General Partner
	By:	/s/ Arnaud Ajdler
		Name:	Arnaud Ajdler
		Title:	Managing Member

 

	ENGINE JET CAPITAL, L.P.
	By:	Engine Investments, LLC, General Partner
	By:	/s/ Arnaud Ajdler
		Name:	Arnaud Ajdler
		Title:	Managing Member

 

	ENGINE CAPITAL MANAGEMENT, LP
	By:	Engine Capital Management GP, LLC, General Partner
	By:	/s/ Arnaud Ajdler
		Name:	Arnaud Ajdler
		Title:	Managing Member

 

	ENGINE CAPITAL MANAGEMENT GP, LLC
	By:	/s/ Arnaud Ajdler
		Name:	Arnaud Ajdler
		Title:	Managing Member

 

	ENGINE INVESTMENTS, LLC
	By:	/s/ Arnaud Ajdler
		Name:	Arnaud Ajdler
		Title:	Managing Member

 

	/s/ Arnaud Ajdler
	ARNAUD AJDLER

 

Exhibit 99.1

 

Joint Filing Agreement

 

The undersigned hereby agree that the Statement on Schedule 13G dated January 27, 2020 with respect to the Common Stock, par value $0.001 per share, of CIM Commercial Trust Corporation, and any amendments thereto executed by each and any of the undersigned shall be filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.

 

Dated: January 27, 2020

 

	ENGINE CAPITAL, L.P.
	By:	Engine Investments, LLC, General Partner
	By:	/s/ Arnaud Ajdler
		Name:	Arnaud Ajdler
		Title:	Managing Member

 

	ENGINE JET CAPITAL, L.P.
	By:	Engine Investments, LLC, General Partner
	By:	/s/ Arnaud Ajdler
		Name:	Arnaud Ajdler
		Title:	Managing Member

 

	ENGINE CAPITAL MANAGEMENT, LP
	By:	Engine Capital Management GP, LLC, General Partner
	By:	/s/ Arnaud Ajdler
		Name:	Arnaud Ajdler
		Title:	Managing Member

 

	ENGINE CAPITAL MANAGEMENT GP, LLC
	By:	/s/ Arnaud Ajdler
		Name:	Arnaud Ajdler
		Title:	Managing Member

 

	ENGINE INVESTMENTS, LLC
	By:	/s/ Arnaud Ajdler
		Name:	Arnaud Ajdler
		Title:	Managing Member

 

	/s/ Arnaud Ajdler
	ARNAUD AJDLER