CM Change Industrial SC 13DGRIFFIN INDUSTRIAL REALTY / CM Change Industrial ownership change

This Statement on Schedule 13D (“Schedule 13D”) relates to the Common Stock, par value $0.01 (the “Common Stock” or “Shares”), of Griffin Industrial Realty, Inc. (the “Issuer”). The Issuer’s principal executive office is located at 641 Lexington Avenue, New York, New York 10022.

(a)            This Schedule 13D is being filed by (i) Cambiar Management LLC, a Delaware limited liability company (“Cambiar Management”), (ii) Cambiar GP Holdings LLC, a Delaware limited liability company (“Cambiar GP”), (iii) CM Change Industrial LP, a Delaware limited partnership (“CM Change”), (iv) SCHF (GPE), LLC, a Delaware limited liability company (“SCHF”), (v) Michael Simanovsky, a natural person (“Mr. Simanovsky,” and together with Cambiar Management, Cambiar GP, CM Change, and SCHF, collectively, the “Reporting Persons”).

(b)            The principal business address for each of Cambiar Management, Cambiar GP, CM Change and Mr. Simanovsky is 90 Park Avenue, 32^nd Floor, New York, New York 10016.  The principal business address for SCHF is 2800 Sand Hill Road, Suite 101, Menlo Park, California 94025.

(c)            The principal business of Cambiar Management and Cambiar GP is investment and/or investment management, including management of CM Change and other funds.  Cambiar GP serves as the general partner of CM Change.

The principal business of CM Change is acquiring, holding and disposing of investment securities.

The principal business of SCHF is serving as the sole ultimate general partner or similar entity of related entities, including SCHF (M) PV, L.P., a Delaware limited partnership (“SCHF PV”), which are engaged in making investments.

The principal occupation of Mr. Simanovsky is serving as the sole managing member of Cambiar GP and Cambiar Management.

(d) – (e)         During the last five years, none of the Reporting Persons have: (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) been 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)            Each of Cambiar Management, SCHF and Cambiar GP is a Delaware limited liability company. CM Change is a Delaware limited partnership.  Mr. Simanovsky is a citizen of the United States.

All of the Shares to which this Schedule 13D relates were purchased on behalf of the Reporting Persons using the working capital or personal funds of the respective Reporting Person.  The aggregate amount of funds used for the purchase of the securities reported herein was approximately $27,247,860, excluding commissions.

Except as otherwise disclosed in this Item 4, the Reporting Persons do not have any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon completion of any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a periodic basis and may from time to time engage in discussions with management and the Board and other shareholders and potential shareholders of the Issuer and other parties concerning, among other things, the business, operations and future plans of the Issuer. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy and the execution of that strategy by management, the price levels of the securities of the Issuer, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their respective investments in the Issuer as they deem appropriate including, without limitation, making proposals concerning changes to the capitalization, ownership structure, Board composition or operations and strategy of the Issuer (including by independently exploring plans or proposals advocated by others, or variations thereon), purchasing additional securities of the Issuer, selling some or all of its securities of the Issuer, engaging in short selling of or any hedging or similar transaction with respect to the securities of the Issuer, or changing its intention with respect to any and all matters referred to in this Item 4.

(a) As of the date hereof, the Reporting Persons (other than SCHF) collectively may be deemed to beneficially own 508,356 shares of Common Stock, which includes 3,766 shares of Common Stock issuable upon the exercise of the Warrant held by CM Change, as indicated in the footnotes on the respective cover pages for such Reporting Persons. SCHF, due to its role as the general partner of SCHF PV, may be deemed to beneficially own 3,766 shares of Common Stock issuable upon the exercise of the Warrant held by CM Change, as indicated in the footnotes on the cover page for SCHF. The filing of this Schedule 13D shall not be construed as an admission that either SCHF or SCHF PV are the beneficial owner of any securities covered by this Schedule 13D, for the purposes of Sections 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended. The aggregate percentage of Common Stock reported owned by the Reporting Persons is based upon 5,131,147 shares of Common Stock outstanding as of July 7, 2020, as disclosed in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities Exchange Commission on July 9, 2020.

The Warrant contains restrictions on exercise such that it may not be exercised if the number of shares of Common Stock to be issued pursuant to such exercise or conversion would result in the holder beneficially owning (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules thereunder (“Section 13(d)”)) in excess of 9.90% of all of the Common Stock outstanding at such time (the “Ownership Limitation”). Each of the Reporting Persons disclaims beneficial ownership of any and all shares of Common Stock issuable upon the exercise of the Warrant to the extent that such exercise would cause aggregate beneficial ownership of  CM Change or its affiliates to exceed or remain above the Ownership Limitation.

(b) As of the date hereof, CM Change beneficially owned 504,590 issued and outstanding Shares, and 3,766 Shares issuable upon exercise of the Warrant, constituting approximately 9.9% of the outstanding Common Stock.  Cambiar GP, Cambiar Management, and Mr. Simanovsky may be deemed to beneficially own the Shares owned directly by CM Change.  Cambiar GP, Cambiar Management and Mr. Simanovsky have shared voting and dispositive power over the Shares and the Warrant directly held by CM Change. SCHF, due to its role as the general partner of SCHF PV, shares dispositive power over the Warrant with CM Change, Cambiar GP, Cambiar Management and Mr. Simanovsky.

(c)            Except as described in Item 4 hereof, the Reporting Persons have not entered into any transactions in the Common Stock during the past sixty days

(d)            No Person other than the Reporting Persons have the right to receive or the power to direct the receipt of distributions or dividends from, or the proceeds from the transfer of, the reported securities.

(e)            Not applicable.

See Item 4.