UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Information Statement Pursuant to Rules 13d-1
Under the Securities Exchange Act of 1934
Lennar Corporation
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
526057104
(CUSIP Number)
December 31, 2008
(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)
[x] 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. 526057104
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
GEM Realty Advisors, LLC
2. Check the Appropriate Box if a Member Of a Group (See Instructions)
[ ] (a)
[X] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware LLC
5. Sole Voting Power: 0
Number of
Shares 6. Shared Voting Power: 6,567,600
Beneficially
Owned by 7. Sole Dispositive Power: 0
Each Reporting
Person With 8. Shared Dispositive Power: 6,567,600
9. Aggregate Amount Beneficially Owned by Each Reporting Person
6,567,600
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9)
Approximately 5.10% as of December 31, 2008 (based on 129,251,272
shares of Class A Common Stock issued and outstanding per Form 10-K
dated January 26, 2009).
12. Type of Reporting Person (See Instructions) IA/OO
CUSIP No. 526057104
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
GEM Capital, L.L.C.
2. Check the Appropriate Box if a Member Of a Group (See Instructions)
[ ] (a)
[X] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware LLC
5. Sole Voting Power: 0
Number of
Shares 6. Shared Voting Power: 6,567,600
Beneficially
Owned by 7. Sole Dispositive Power: 0
Each Reporting
Person With 8. Shared Dispositive Power: 6,567,600
9. Aggregate Amount Beneficially Owned by Each Reporting Person
6,567,600
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9)
Approximately 5.10% as of December 31, 2008 (based on 129,251,272
shares of Class A Common Stock issued and outstanding per Form 10-K
dated January 26, 2009).
12. Type of Reporting Person (See Instructions) HC/OO
CUSIP No. 526057104
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
GEM MM, LLC
2. Check the Appropriate Box if a Member Of a Group (See Instructions)
[ ] (a)
[X] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware LLC
5. Sole Voting Power: 0
Number of
Shares 6. Shared Voting Power: 6,567,600
Beneficially
Owned by 7. Sole Dispositive Power: 0
Each Reporting
Person With 8. Shared Dispositive Power: 6,567,600
9. Aggregate Amount Beneficially Owned by Each Reporting Person
6,567,600
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9)
Approximately 5.10% as of December 31, 2008 (based on 129,251,272
shares of Class A Common Stock issued and outstanding per Form 10-K
dated January 26, 2009).
12. Type of Reporting Person (See Instructions) OO
CUSIP No. 526057104
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
GEM Special MM, LLC
2. Check the Appropriate Box if a Member Of a Group (See Instructions)
[ ] (a)
[X] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware LLC
5. Sole Voting Power: 0
Number of
Shares 6. Shared Voting Power: 6,567,600
Beneficially
Owned by 7. Sole Dispositive Power: 0
Each Reporting
Person With 8. Shared Dispositive Power: 6,567,600
9. Aggregate Amount Beneficially Owned by Each Reporting Person
6,567,600
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9)
Approximately 5.10% as of December 31, 2008 (based on 129,251,272
shares of Class A Common Stock issued and outstanding per Form 10-K
dated January 26, 2009).
12. Type of Reporting Person (See Instructions) OO
CUSIP No. 526057104
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Atrium GEM Partners, LLC
2. Check the Appropriate Box if a Member Of a Group (See Instructions)
[ ] (a)
[X] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware LLC
5. Sole Voting Power: 0
Number of
Shares 6. Shared Voting Power: 6,567,600
Beneficially
Owned by 7. Sole Dispositive Power: 0
Each Reporting
Person With 8. Shared Dispositive Power: 6,567,600
9. Aggregate Amount Beneficially Owned by Each Reporting Person
6,567,600
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9)
Approximately 5.10% as of December 31, 2008 (based on 129,251,272
shares of Class A Common Stock issued and outstanding per Form 10-K
dated January 26, 2009).
12. Type of Reporting Person (See Instructions) HC/OO
CUSIP No. 526057104
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Norman S. Geller
2. Check the Appropriate Box if a Member Of a Group (See Instructions)
[ ] (a)
[X] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
US Citizen
5. Sole Voting Power: 0
Number of
Shares 6. Shared Voting Power: 6,567,600
Beneficially
Owned by 7. Sole Dispositive Power: 0
Each Reporting
Person With 8. Shared Dispositive Power: 6,567,600
9. Aggregate Amount Beneficially Owned by Each Reporting Person
6,567,600
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9)
Approximately 5.10% as of December 31, 2008 (based on 129,251,272
shares of Class A Common Stock issued and outstanding per Form 10-K
dated January 26, 2009).
12. Type of Reporting Person (See Instructions) IN/HC
CUSIP No. 526057104
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Michael A. Elrad
2. Check the Appropriate Box if a Member Of a Group (See Instructions)
[ ] (a)
[X] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
US Citizen
5. Sole Voting Power: 0
Number of
Shares 6. Shared Voting Power: 6,567,600
Beneficially
Owned by 7. Sole Dispositive Power: 0
Each Reporting
Person With 8. Shared Dispositive Power: 6,567,600
9. Aggregate Amount Beneficially Owned by Each Reporting Person
6,567,600
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9)
Approximately 5.10% as of December 31, 2008 (based on 129,251,272
shares of Class A Common Stock issued and outstanding per Form 10-K
dated January 26, 2009).
12. Type of Reporting Person (See Instructions) IN/HC
CUSIP No. 526057104
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Barry A. Malkin
2. Check the Appropriate Box if a Member Of a Group (See Instructions)
[ ] (a)
[X] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
US Citizen
5. Sole Voting Power: 0
Number of
Shares 6. Shared Voting Power: 6,567,600
Beneficially
Owned by 7. Sole Dispositive Power: 0
Each Reporting
Person With 8. Shared Dispositive Power: 6,567,600
9. Aggregate Amount Beneficially Owned by Each Reporting Person
6,567,600
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9)
Approximately 5.10% as of December 31, 2008 (based on 129,251,272
shares of Class A Common Stock issued and outstanding per Form 10-K
dated January 26, 2009).
12. Type of Reporting Person (See Instructions) IN/HC
Item 1. (a) Issuer: Lennar Corporation
1. Address:
700 Northwest 107th Avenue,
Miami, Florida 33172
Item 2. (a) Name of Person Filing:
(b) Address of Principal Business Offices:
(c) Citizenship:
GEM Realty Advisors, LLC
900 N. Michigan Avenue
Suite 1450
Chicago, IL 60611
Delaware LLC
GEM Capital, L.L.C.
900 N. Michigan Avenue
Suite 1450
Chicago, IL 60611
Delaware LLC
Atrium GEM Partners, LLC
900 N. Michigan Avenue
Suite 1450
Chicago, IL 60611
Delaware LLC
GEM MM, LLC
900 N. Michigan Avenue
Suite 1450
Chicago, IL 60611
Delaware LLC
GEM Special MM, LLC
900 N. Michigan Avenue
Suite 1450
Chicago, IL 60611
Delaware LLC
Norman S. Geller
900 N. Michigan Avenue
Suite 1450
Chicago, IL 60611
U.S. Citizen
Michael A. Elrad
900 N. Michigan Avenue
Suite 1450
Chicago, IL 60611
U.S. Citizen
Barry A. Malkin
900 N. Michigan Avenue
Suite 1450
Chicago, IL 60611
U.S. Citizen
(d) Title of Class of Securities
Class A Common stock
(e) CUSIP Number: 526057104
Item 3 If this statement is filed pursuant to Rules 13d-1(b),
or 13d-2(b) or (c), check whether the person filing is a:
(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) [__] A non-U.S. institution in accordance with
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
13d-1(b)(1)(ii)(J), please specify the type of
institution: ____
If this statement is filed pursuant to Rule 13d-1(c), check this box. [X]
Item 4. Ownership[1]
Please see Items 5 - 9 and 11 of the cover sheet for each filing
person.
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
[1] Norman S. Geller, Michael A. Elrad and Barry A. Malkin may be considered
control persons of, and therefore the beneficial owners of shares beneficially
owned by, GEM Realty Advisors, LLC, GEM Capital, L.L.C., GEM MM, LLC, GEM
Special MM, LLC and Atrium GEM Partners, LLC.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company
Not Applicable
Item 8. Identification and Classification of Members of the Group
Not Applicable
Item 9. Notice of Dissolution of Group
Not Applicable
Item 10. Certification
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.
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.
Date: February 20, 2009
GEM Realty Advisors, LLC
By: /s/ Michael A. Elrad
Name: Michael Elrad
Title: Senior Managing Partner
GEM Capital, L.L.C.
By: /s/ Michael A. Elrad
Name: Michael Elrad
Title: Senior Managing Partner
GEM MM, LLC
By: /s/ Michael A. Elrad
Name: Michael Elrad
Title: Senior Managing Partner
GEM Special MM, LLC
By: /s/ Michael A. Elrad
Name: Michael Elrad
Title: Senior Managing Partner
Atrium GEM Partners, LLC
By: /s/ Michael A. Elrad
Name: Michael Elrad
Title: Manager
Norman S. Geller
/s/ Norm S. Geller
Michael A. Elrad
/s/ Michael A. Elrad
Barry A. Malkin
/s/ Barry A. Malkin
JOINT FILING AGREEMENT
The undersigned hereby agree that the Statement on this Schedule 13G, dated
February 20, 2009, (the "Schedule 13G"), with respect to the Class A Common
Stock of Lennar Corporation is filed on behalf of each of us pursuant to
and in accordance with the provisions of Rule 13d-1(k) under the Securities
and Exchange Act of 1934, as amended, and that this Agreement shall be
included as an Exhibit to this Schedule 13G. Each of the undersigned agrees
to be responsible for the timely filing of the Schedule 13G, and for the
completeness and accuracy of the information concerning itself contained
therein. This Agreement may be executed in any number of counterparts, all
of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as
of the 20th day of February 2009.
GEM Realty Advisors, LLC
By: /s/ Michael A. Elrad
Name: Michael Elrad
Title: Senior Managing Partner
GEM Capital, L.L.C.
By: /s/ Michael A. Elrad
Name: Michael Elrad
Title: Senior Managing Partner
GEM MM, LLC
By: /s/ Michael A. Elrad
Name: Michael Elrad
Title: Senior Managing Partner
GEM Special MM, LLC
By: /s/ Michael A. Elrad
Name: Michael Elrad
Title: Senior Managing Partner
Atrium GEM Partners, LLC
By: /s/ Michael A. Elrad
Name: Michael Elrad
Title: Manager
Norman S. Geller
/s/ Norm S. Geller
Michael A. Elrad
/s/ Michael A. Elrad
Barry A. Malkin
/s/ Barry A. Malkin