UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Power REIT
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(Exact Name of Issuer as Specified in its Charter)
COMMON STOCK
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(Title of Class of Securities)
73933H 101
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(CUSIP Number)
David H. Lesser
212-750-0373
Power REIT
301 Winding Road
Old Bethpage, NY 11804
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
January 17, 2013
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(Date of Event which Requires Filing of this Statement)
If the person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [ ].
Note: Schedules filed in paper format shall include a signed original
and five copies of the Schedule, including all exhibits. See Rule 13d-
7(b) for other parties to whom copies are to be sent.
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
CUSIP No. 73933H 101
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1 NAMES OF REPORTING PERSONS
David H. Lesser
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS) (a) [_]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7 SOLE VOTING POWER 52,497*
NUMBER
OF ----------------------------------------------------
SHARES 8 SHARED VOTING POWER 141,401
BENEFICIALLY
OWNED ----------------------------------------------------
9 SOLE DISPOSITIVE POWER 32,097*
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10 SHARED DISPOSITIVE POWER 141,401
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
David H. Lesser ("DHL") directly owns 32,097 shares of common shares.
Partnerships owned and/or managed by DHL own 141,401 common shares.
* DHL has been granted 20,400 shares of restricted common stock
subject to vesting and other provisions under the grant agreement
and subject to the terms of the Company's 2012 Equity Incentive Plan
approved by shareholders. The restricted stock confers
dividend and voting rights during the vesting period, but are not
transferrable prior to vesting.
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X] See Item 5
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.73%
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14 TYPE OF REPORTING PERSON*
IN
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SCHEDULE 13D
CUSIP No. 73933H 101
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1 NAMES OF REPORTING PERSONS
Hudson Bay Partners, LP
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS) (a) [_]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
CO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States
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7 SOLE VOTING POWER 87,138
NUMBER
OF ----------------------------------------------------
SHARES 8 SHARED VOTING POWER N/A
BENEFICIALLY
OWNED ----------------------------------------------------
9 SOLE DISPOSITIVE POWER 87,138
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10 SHARED DISPOSITIVE POWER N/A
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
87,138 shares of common shares
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.27%
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14 TYPE OF REPORTING PERSON*
PN
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SCHEDULE 13D
CUSIP No. 73933H 101
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1 NAMES OF REPORTING PERSONS
HBP PW, LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS) (a) [_]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
CO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States
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7 SOLE VOTING POWER 54,263
NUMBER
OF ----------------------------------------------------
SHARES 8 SHARED VOTING POWER N/A
BENEFICIALLY
OWNED ----------------------------------------------------
9 SOLE DISPOSITIVE POWER 54,263
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10 SHARED DISPOSITIVE POWER N/A
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
54,263 shares of common shares
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.28%
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14 TYPE OF REPORTING PERSON*
PN
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This Schedule 13D is a continuation of filings that have been
previously filed by the Reporting Persons related to
ownership of common shares of Pittsburgh & West Virginia Railroad.
Item 1. Security and Issuer.
The class of securities to which this statement relates is common
shares of beneficial interest, $0.001 par value, (the "Common
Shares") of Power REIT (the "Company" or "Issuer").
In addition to the amounts reported, DHL was granted an option
to acquire 100,000 shares of common stock on August 13, 2012. The
option is subject to vesting and other provisions under the
terms of the option grant and the Company's Equity Incentive Plan
that was approved by shareholders. No options to acquire Common
Shares are vesting within 60 days of this filing. Upon vesting,
DHL will have the right to acquire additional shares at the grant
date closing price subject to certain restrictions.
The address of the principal executive offices of the Company is:
David H. Lesser
CEO & Chairman of the Board of Trustees
Power REIT
301 Winding Road
Old Bethpage, NY 11804
Item 2. Identity and Background
This statement is filed on behalf of each of David H. Lesser ("DHL"), a
United States citizen, Hudson Bay Partners, LP, a Delaware limited
partnership ("Hudson Bay"), and HBP PW, LLC, a Delaware limited
liability company ("HBP") (collectively, the "Reporting Persons"). DHL
is the sole owner and managing partner of Hudson Bay and the managing
member of HBP. The address for the Reporting Persons is:
301 Winding Road
Old Bethpage, NY 11804
DHL is the CEO and Chairman of the Board of Trustees of the Company.
During the last five years, none of the Reporting Persons has been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or 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.
Item 3. Source and Amount of Funds or Other Consideration.
The responses to Items 4 and 6 are incorporated herein by reference.
Item 4. Purpose of Transaction.
The shares were acquired by the Reporting Persons for investment
and the restricted shares were acquired as compensation for services. The
Reporting Persons reserve the right to acquire additional shares of the
Issuer, either in open market purchases or in private transactions.
Other than as described in this Item 4, the Reporting Persons do not
have any 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. However, each of the Reporting Persons reserves the right
to change its plans at any time, as it deems appropriate, in light of
its ongoing evaluation of (a) its business and liquidity objectives, (b)
the Issuer's financial condition, business, operations, competitive
position, prospects and/or share price, (c) industry, economic and/or
securities markets conditions, (d) alternative investment opportunities,
and (e) other relevant factors. Without limiting the generality of the
preceding sentence, each of the Reporting Persons reserves the right (in
each case, subject to any applicable restrictions under law or contract)
to at any time or from time to time (i) purchase or otherwise acquire
additional Shares or other securities of the Issuer, or instruments
convertible into or exercisable for any such securities or instruments
into which any such securities are convertible into or exchangeable for,
including Shares (collectively, "Issuer Securities"), in the open market,
in privately negotiated transactions or otherwise, (ii) sell, transfer
or otherwise dispose of Issuer Securities in public or private
transactions, (iii) cause Issuer Securities to be distributed in kind to
its investors, and/or (iv) acquire or write options contracts, or
enter into derivatives or hedging transactions, relating to Issuer
Securities.
Item 5. Interest in Securities of the Issuer
As of the date hereof, the Reporting Persons beneficially own, directly
and indirectly, 193,898 Common Shares or 11.73% of the total number of
the Common Shares outstanding (including restricted shares issued and
outstanding). The interests are owned directly or indirectly as follows:
Sole Power to Shared Power to
Direct Voting Direct Voting Total
&/Or Disposition & Disposition Shares
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David H. Lesser(1)(2) 52,497 141,401 193,898
Hudson Bay
Partners, LP(3) 87,138 0 87,138
HBP PW, LLC(4) 54,263 0 54,263
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(1) David H. Lesser ("DHL") may be deemed to have sole power to direct
the voting and disposition of 32,097 Common Shares and the sole power
to direct the voting of 20,400 restricted Common Shares that were granted
to DHL pursuant to Power REIT's 2012 Equity Incentive Plan.
The restricted shares are subject to vesting and other provisions
contained within the grant, which provide for dividend and voting rights
during the vesting period, but are not transferrable prior to vesting.
DHL acquired the following shares from the date of the last Schedule
13-D filing:
DATE SHARES PRICE
2/15/2013 400 10.60
2/21/2013 125 10.80
3/22/2013 101 10.15
4/4/2013 232 10.25
4/5/2013 568 10.36
4/9/2013 100 10.35
4/10/2013 500 10.40
4/11/2013 600 10.33
4/15/2013 600 10.26
4/23/2013 500 10.20
4/24/2013 250 10.31
4/25/2013 900 10.22
4/26/2013 200 10.20
5/3/2013 222 10.30
5/9/2013 750 10.12
5/24/2013 1,000 10.41
5/31/2013 4,410 9.47
6/3/2013 3,791 8.43
6/4/2013 3,000 8.27
6/5/2013 1,400 8.21
6/6/2013 400 8.98
(2) MEL Generation Skipping Trust, a trust set up for the children
of DHL, ("MEL Trust") owns 12,390 Common Shares. DHL disclaims any
beneficial, pecuniary or residual interest in MEL Trust, does not
serve as Trustee and does not have the power to revoke the MEL Trust.
MEL Trust acquired the following shares from the date of the last
Schedule 13-D filing:
DATE SHARES PRICE
1/17/2013 500 10.20
2/1/2013 200 11.15
2/6/2013 450 10.95
2/8/2013 250 10.87
2/15/2013 400 10.60
5/10/2013 200 10.10
(3) DHL owns 100% of Hudson Bay Partners, LP ("Hudson Bay"). Hudson Bay
may be deemed to have sole power and DHL may be deemed to have shared
power to direct the voting and disposition of 87,138 Common Shares.
Hudson Bay acquired the following shares from the date of the last
Schedule 13-D filing:
DATE SHARES PRICE
3/1/2013 1,000 10.70
5/23/2013 100 10.44
(4) DHL is the managing member of HBP PW, LLC ("HBP"). HBP may be
deemed to have sole power and DHL may be deemed to have shared power
to direct the voting and disposition of 54,263 Common Shares. HBP
acquired the following shares from the date of the last Schedule
13-D filing:
DATE SHARES PRICE
2/4/2013 400 11.19
Item 6. Contracts, Arrangements, Understandings or Relationships
David H. Lesser is the CEO and Chairman of the Board of Trustees of the
Company. There are no contracts, arrangements or understandings with
respect to securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
None.
SIGNATURES
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.
DAVID H. LESSER
By: /s/ David H. Lesser
Date: June 11, 2013
HUDSON BAY PARTNERS, LP
By: /s/ David H. Lesser
Name: David H. Lesser
Title: Managing Partner
Date: June 11, 2013
HBP PW, LLC
By: /s/ David H. Lesser
Name: David H. Lesser
Title: Managing Member
Date: June 11, 2013