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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 3)*
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Orion Office REIT Inc. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
68629Y103 (CUSIP Number) |
12/31/2024 (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)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 68629Y103 |
| 1 | Names of Reporting Persons
Par Sanda | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,198,621.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
7.50 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Amounts beneficially owned as of December 31, 2024, are based on the total number of shares of common stock ("Common Stock") of Orion Office REIT Inc. (the "Issuer") outstanding, as reported in the Issuer's Form 10-Q filed on November 7, 2024. This amount also reflects the shares held by Sand Capital Associates, LLC and Sanda Family Foundation Trust. As the Managing Member of Sand Capital Associates, LLC ("Sand Capital"), Par Sanda may be deemed to beneficially own all of the shares of Common Stock beneficially owned by Sand Capital. As the Trustee of the Sanda Family Foundation Trust (the "Family Foundation"), Par Sanda may be deemed to beneficially own all of the shares of Common Stock beneficially owned by the Family Foundation.
SCHEDULE 13G
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| CUSIP No. | 68629Y103 |
| 1 | Names of Reporting Persons
Sand Capital Associates, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
FLORIDA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,337,166.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
5.96 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Amounts beneficially owned as of December 31, 2024, are based on the total number of shares of common stock ("Common Stock") of Orion Office REIT Inc. (the "Issuer") outstanding, as reported in the Issuer's Form 10-Q filed on November 7, 2024. As the Managing Member of Sand Capital Associates, LLC ("Sand Capital"), Par Sanda may be deemed to beneficially own all of the shares of Common Stock beneficially owned by Sand Capital.
SCHEDULE 13G
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| CUSIP No. | 68629Y103 |
| 1 | Names of Reporting Persons
Sanda Family Foundation Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
FLORIDA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
216,353.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
0.39 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Amounts beneficially owned as of December 31, 2024, are based on the total number of shares of common stock ("Common Stock") of Orion Office REIT Inc. (the "Issuer") outstanding, as reported in the Issuer's Form 10-Q filed on November 7, 2024. As the Trustee of the Sanda Family Foundation Trust (the "Family Foundation"), Par Sanda may be deemed to beneficially own all of the shares of Common Stock beneficially owned by the Family Foundation.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Orion Office REIT Inc. | |
| (b) | Address of issuer's principal executive offices:
2398 E. Camelback Road, Suite 1060, Phoenix, Arizona 85016 | |
| Item 2. | ||
| (a) | Name of person filing:
Par Sanda, Sand Capital Associates, LLC, Sanda Family Foundation ("Reporting Persons") | |
| (b) | Address or principal business office or, if none, residence:
501 N. Birch Road, Unit 3, Fort Lauderdale, Florida 33304 | |
| (c) | Citizenship:
Par Sanda, United States of America; Sand Capital Associates, LLC, State of Florida; Sanda Family Foundation, State of Florida | |
| (d) | Title of class of securities:
Common Stock | |
| (e) | CUSIP No.:
68629Y103 | |
| 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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
4,198,621 | |
| (b) | Percent of class:
7.50 %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
4,198,621 | ||
| (ii) Shared power to vote or to direct the vote:
0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
4,198,621 | ||
| (iv) Shared power to dispose or to direct the disposition of:
0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my 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.
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| 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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