Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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FRANKLIN STREET PROPERTIES CORP /MA/ (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
35471R106 (CUSIP Number) |
Converium Capital Inc. 1250, boul. Rene-Levesque Ouest, Suite 4030 Montreal, A8, H3B 4W8 1 (514) 418-0201 Ele Klein & Brandon Gold Schulte Roth & Zabel LLP, 919 Third Avenue New York, NY, 10022 (212) 756-2000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/24/2025 (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.
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).
SCHEDULE 13D
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| CUSIP No. | 35471R106 |
| 1 |
Name of reporting person
Converium Capital Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CANADA (FEDERAL LEVEL)
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
5,314,186.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO, IA |
SCHEDULE 13D
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| CUSIP No. | 35471R106 |
| 1 |
Name of reporting person
Aaron Stern | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CANADA (FEDERAL LEVEL)
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
5,314,186.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share |
| (b) | Name of Issuer:
FRANKLIN STREET PROPERTIES CORP /MA/ |
| (c) | Address of Issuer's Principal Executive Offices:
401 EDGEWATER PLACE, STE 200, WAKEFIELD,
MASSACHUSETTS
, 01880. |
| Item 2. | Identity and Background |
| (a) | This statement is being filed by (i) Converium Capital Inc., a Canadian corporation ("Converium"), with respect to the shares of common stock, par value $0.0001 per share ("Common Stock"), of Franklin Street Properties Corp. (the "Issuer") held by Converium Capital Master Fund LP, a Cayman exempted limited partnership ("CCMF"), and Converium PGEQ Multi-Strategy Fund L.P., a Quebec limited partnership ("PGEQ" and, together with CCMF, the "Converium Funds"), and (ii) Aaron Stern ("Mr. Stern"), a Canadian citizen who serves as a Director, Managing Partner and Chief Investment Officer of Converium and is the controlling person of Converium, with respect to the shares held by the Converium Funds. Each of Converium and Mr. Stern is referred to as a "Reporting Person" and collectively as the "Reporting Persons." Set forth in the attached Annex A and incorporated herein by reference is the information required by Instruction C to Schedule 13D. |
| (b) | The business address of each of the Reporting Persons is 1250, boul. Rene-Levesque Ouest, Suite 4030, Montreal, Quebec H3B 4W8. |
| (c) | The principal business of Converium is to serve as an investment manager. The principal business of Mr. Stern is investment management. |
| (d) | None of the Reporting Persons, during the last five years, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | None of the Reporting Persons, during the last five years, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was, or is subject to, a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. |
| (f) | Converium is a Canadian corporation. Mr. Stern is a citizen of Canada. |
| Item 3. | Source and Amount of Funds or Other Consideration |
The Reporting Persons used approximately $11,110,192.84 (including commissions) of the working capital of the Converium Funds in the aggregate to purchase the shares of Common Stock reported in this Schedule 13D as beneficially owned by the Reporting Persons.Positions in the shares of Common Stock may be held in margin accounts and may be pledged as collateral security for the repayment of debit balances in such accounts. Because other securities may be held in such margin accounts, it may not be possible to determine the amounts, if any, of margin used to purchase the shares of Common Stock. | |
| Item 4. | Purpose of Transaction |
The Reporting Persons believe that the securities of the Issuer are undervalued and represent an attractive investment opportunity.On November 27, 2024, Converium and the Converium Funds entered into a cooperation agreement with the Issuer and the other parties thereto (the "Cooperation Agreement"). The full text of the Cooperation Agreement is included as Exhibit 99.2 and is incorporated by reference herein.The Reporting Persons have had and, subject to the terms of the Cooperation Agreement, may continue to have discussions with the Board of Directors of the Issuer (the "Board") and management regarding corporate governance, including the composition of the Board, operations, capital allocation, and the strategy and plans of the Issuer, including the pace of asset dispositions and strategic transactions more generally. The Reporting Persons may, subject to the terms of the Cooperation Agreement, have additional discussions with the Board and the Issuer's management about the foregoing matters, and may, subject to the terms of the Cooperation Agreement, discuss other matters including, without limitation, the Issuer's management, capital structure and/or corporate structure, dividend and/or buyback policies and compensation practices and may, subject to the terms of the Cooperation Agreement, communicate with other shareholders and/or third parties regarding the Issuer and any or all of the foregoing. The Reporting Persons may, subject to the terms of the Cooperation Agreement, explore, develop and/or make plans and/or proposals (whether preliminary or final) with respect to the foregoing, including prior to forming an intention to engage in such plans and/or make such proposals.The Reporting Persons intend to review their investment in the Issuer on a continuing basis and depending upon various factors, including, without limitation, the Issuer's financial position and strategic direction, the outcome of any discussions or matters referenced above, overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of securities of the Issuer at prices that would make the purchase or sale of such securities desirable, the Reporting Persons may, subject to the terms of the Cooperation Agreement, endeavor (i) to increase or decrease their position in the Issuer through, among other things, the purchase or sale of securities of the Issuer, including through transactions involving the Common Stock and/or other equity, debt, notes, other securities, or derivative or other instruments that are based upon or relate to the value of securities of the Issuer in the open market or in private transactions, including through a trading plan created under Rule 10b5-1(c) or otherwise, on such terms and at such times as the Reporting Persons may deem advisable and/or (ii) to enter into transactions that increase or hedge their economic exposure to the Common Stock without affecting their beneficial ownership of the Common Stock. In addition, the Reporting Persons may, at any time and from time to time, (i) review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto and (ii) consider or propose one or more of the actions described in subparagraphs (a) - (j) of Item 4 of Schedule 13D in accordance with the terms of the Cooperation Agreement, to the extent it remains in effect.Except as set forth herein, the Reporting Persons have no present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of shares of Common Stock and percentage of shares of Common Stock beneficially owned by the Reporting Persons. The aggregate percentage of shares of Common Stock reported beneficially owned by the Reporting Persons is based upon 103,566,715 shares of Common Stock outstanding as of February 7, 2025, as disclosed in the Issuer's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Securities and Exchange Commission (the "SEC") on February 11, 2025. |
| (b) | See rows (7) through (10) of the cover pages to this Schedule 13D for the shares of Common Stock as to which the Reporting Persons have the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition. |
| (c) | The transactions in the shares of Common Stock effected by the Reporting Persons during the past sixty (60) days, which were all in the open market, are set forth on Annex B attached hereto and incorporated by reference herein. |
| (d) | Except for the Reporting Persons and the Converium Funds, no other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by the Reporting Persons. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Item 4 of this Schedule 13D is incorporated herein by reference.Except as set forth herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Issuer, including any class of the Issuer's securities used as a reference security, in connection with any of the following: call options, put options, security-based swaps or any other derivative securities, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit 99.1: Joint Filing Agreement, dated March 26, 2025.Exhibit 99.2: Cooperation Agreement, dated November 27, 2024 (incorporated by reference to Exhibit 10.1 of the Issuer's Current Report on Form 8-K filed with the SEC on November 27, 2024). |
| 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.
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