SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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1. Name and Address of Reporting Person*
WINTERGREEN PARTNERS OFFSHORE FUND, LTD

(Last) (First) (Middle)
C/O ELIAN FIDICIARY SVCS (CAYMAN) LTD.
89 NEXUS WAY, CAMANA BAY

(Street)
GRAND CAYMAN E9 KY1-9007

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
11/14/2016
3. Issuer Name and Ticker or Trading Symbol
CONSOLIDATED TOMOKA LAND CO [ CTO ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 26,641 D
Common Stock 1,526,874 I See Footnote(1)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. The securities are owned by advisory clients of Wintergreen Advisers, LLC, the investment adviser to the Reporting Person, and by a certain director nominee nominated by Wintergreen Advisers, LLC in a proposal to the Issuer dated November 14, 2016. The securities may be deemed to be beneficially owned by the Reporting Person because, although there is no formal written agreement, it is anticipated that the Reporting Person will vote with Wintergreen Advisers, LLC, its other advisory clients, and the director nominee. The Reporting Person disclaims beneficial ownership in the securities reported on this Form 3 except to the extent of its pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that the Reporting Person is the beneficial owners of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
Wintergreen Partners Offshore Master Fund, Ltd. by: /s/Elizabeth N. Cohernour, Director 11/25/2016
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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