New York REIT Liquidating SC 13G/A / TSSP Sub-Fund HoldCo ownership change

New York REIT Liquidating (NYRT) SC 13G/ANew York REIT Liquidating / TSSP Sub-Fund HoldCo ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

New York REIT Liquidating LLC

(Name of Issuer)

Unit of Common Membership Interest

(Title of Class of Securities)

64976L208

(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)

☐ 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. 64976L208		13G

(1)	The calculation is based on a total of 16,791,769 Units (as defined below) outstanding as of November 1, 2023, as reported in the Issuer’s (as defined below) Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “Commission”) on November 8, 2023.


CUSIP No. 64976L208		13G


CUSIP No. 64976L208		13G


CUSIP No. 64976L208		13G

(2)	The calculation is based on a total of 16,791,769 Units outstanding as of November 1, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Commission on November 8, 2023.


Item 1	(a).	Name of Issuer: New York REIT Liquidating LLC (the “Issuer”)

Item 1	(b).	Address of Issuer’s Principal Executive Offices: 2 Liberty Square, Boston, MA 02109

Item 2	(a).	Name of Person Filing: This Amendment No. 2 to Schedule 13G is being filed to reflect a change in the membership of the board of directors of TSSP Sub-Fund HoldCo, LLC, a Delaware limited liability company (“Sub-Fund HoldCo”), since the filing of Amendment No. 1 to Schedule 13G on February 14, 2019, and not in connection with a purchase or disposition of any Units by the Reporting Persons. This Schedule 13G is being filed jointly by Sub-Fund HoldCo and Alan Waxman (each a “Reporting Person” and, together, the “Reporting Persons”), pursuant to an Agreement of Joint Filing incorporated by reference herein in accordance with Rule 13d-1(k)(1) under the Act. Sub-Fund HoldCo, is the sole member of Empire SPV GP, LLC, a Delaware limited liability company, which is the manager of Empire SPV, LLC, a Delaware limited liability company (“Empire SPV”), which directly holds 1,645,493 Units. Because of Sub-Fund HoldCo’s relationship to Empire SPV, Sub-Fund HoldCo may be deemed to beneficially own the Units held by Empire SPV. Sub-Fund HoldCo is managed by its sole member, whose managing member is Alan Waxman. Each of Sub-Fund HoldCo and Mr. Waxman disclaims beneficial ownership of the Units held by Empire SPV except to the extent of their pecuniary interest therein.

Item 2	(b).	Address of Principal Business Office or, if none, Residence: The principal business address of TSSP Sub-Fund HoldCo, LLC is as follows: c/o Sixth Street Partners 2100 McKinney Avenue Suite 1500 Dallas, TX 75201 The principal business address of Mr. Waxman is as follows: c/o Sixth Street Partners, LLC 1 Letterman Drive, Building B, Suite B6-100 San Francisco, CA 94129 The principal business address of each of Messrs. Bonderman and Coulter is as follows: c/o TPG Global, LLC 301 Commerce Street, Suite 3300 Fort Worth, Texas 76102

Item 2	(c).	Citizenship: See response to Item 4 of each of the cover pages.

Item 2	(d).	Title of Class of Securities: Units of common membership interest (“Units”)

Item 2	(e).	CUSIP Number: 64976L208


Item 3.	If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

	(a)	☐	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

	(b)	☐	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

	(c)	☐	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

	(d)	☐	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

	(e)	☐	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

	(f)	☐	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

	(g)	☐	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

	(h)	☐	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

	(i)	☐	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

	(j)	☐	A non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J);

	(k)	☐	Group, in accordance with Rule 13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J), please specify the type of institution:____________________________

Item 4.

Ownership

(a)

AMOUNT BENEFICIALLY OWNED:

See responses to Item 9 on each cover page.

(b)

PERCENT OF CLASS:

See responses to Item 11 on each cover page.

(c)

NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:

(i)

SOLE POWER TO VOTE OR TO DIRECT THE VOTE

See responses to Item 5 on each cover page.

(ii)

SHARED POWER TO VOTE OR TO DIRECT THE VOTE

See responses to Item 6 on each cover page.

(iii)

SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF

See responses to Item 7 on each cover page.

(iv)

SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF

See responses to Item 8 on each cover page.

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 ☐.

The information in Item 2 of this Schedule 13G is hereby incorporated by reference.

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

See response to Item 2(a) above.

Item 8.

Identification and Classification of Members of the Group

Not Applicable.

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 or his 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, other than activities solely in connection with a nomination under § 240.14a-11.

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.

Dated: February 14, 2024


TSSP Sub-Fund HoldCo, LLC

By:		/s/ Joshua Peck
Name:		Joshua Peck
Title:		Vice President

David Bonderman

By:		/s/ Gerald Neugebauer
Name:		Gerald Neugebauer, on behalf of David Bonderman (3)

James G. Coulter

By:		/s/ Gerald Neugebauer
Name:		Gerald Neugebauer, on behalf of James G. Coulter (4)

Alan Waxman

By:		/s/ Joshua Peck
Name:		Joshua Peck, on behalf of Alan Waxman (5)

(3)	Gerald Neugebauer is signing on behalf of Mr. Bonderman pursuant to an authorization and designation letter dated January 10, 2024, which was previously filed with the Commission as an exhibit to a Form 4 filed by Mr. Bonderman on February 7, 2024 (SEC File No. 001-41617).

(4)	Gerald Neugebauer is signing on behalf of Mr. Coulter pursuant to an authorization and designation letter dated January 10, 2024, which was previously filed with the Commission as an exhibit to a Form 4 filed by Mr. Coulter on February 7, 2024 (SEC File No. 001-41617).

(5)	Joshua Peck is signing on behalf of Mr. Waxman pursuant to an authorization and designation letter dated June 15, 2023, filed herewith.

Exhibit Index


Exhibit 1		Agreement of Joint Filing as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934 (previously filed).

Exhibit 2		Authorization and Designation Letter, dated June 15, 2023, by Alan Waxman (filed herewith).

NAME OF REPORTING PERSON

TSSP Sub-Fund HoldCo, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware