SC 13D/A 1 y31432sc13dza.txt SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 10) ACADIA REALTY TRUST (Name of Issuer) COMMON SHARES OF BENEFICIAL INTEREST, $.001 PAR VALUE (Title of Class of Securities) 004239 10 9 (CUSIP Number of Class of Securities) KENNETH MILLER, ESQ. YALE UNIVERSITY 55 WHITNEY AVENUE NEW HAVEN, CT 06510-1300 (203) 432-0120 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copy to: MICHAEL W. BLAIR, ESQ. DEBEVOISE & PLIMPTON LLP 919 THIRD AVENUE NEW YORK, NY 10022 (212) 909-6000 FEBRUARY 28, 2007 (Date of Event which Requires Filing Statement on Schedule 13D) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [X]. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. * 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 disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purposes 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). (Continued on following pages) SCHEDULE 13D CUSIP NO. 004239 10 9 -------------------------------------------------------------------------------- (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Yale University I.R.S. Identification No. 06-0646973-N -------------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [ ] -------------------------------------------------------------------------------- (3) SEC USE ONLY -------------------------------------------------------------------------------- (4) SOURCE OF FUNDS WC -------------------------------------------------------------------------------- (5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] -------------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION Connecticut -------------------------------------------------------------------------------- (7) SOLE VOTING POWER 1,932,938 NUMBER OF ----------------------------------------------------------------- SHARES (8) SHARED VOTING POWER BENEFICIALLY 112,000 OWNED BY ----------------------------------------------------------------- EACH (9) SOLE DISPOSITIVE POWER REPORTING 1,932,938 PERSON WITH ----------------------------------------------------------------- (10) SHARED DISPOSITIVE POWER 112,000 -------------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,044,938 -------------------------------------------------------------------------------- (12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] -------------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.4% -------------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON EP -------------------------------------------------------------------------------- Page 2 of 11 AMENDMENT NO. 10 TO SCHEDULE 13D The statement on Schedule 13D (the "Statement") filed on September 25, 2002, as amended by Amendment Nos. 1, 2, 3, 4, 5, 6, 7, 8, and 9 thereto filed on March 23, 2004, March 26, 2004, March 31, 2004, November 9, 2004, November 10, 2004, November 29, 2004, August 26, 2005, March 8, 2006, and May 4, 2006, respectively, relating to the common shares of beneficial interest, par value $.001 per share (the "Common Shares") of Acadia Realty Trust, a Maryland real estate investment trust (the "Trust"), is hereby amended and supplemented as set forth below in this Amendment No. 10 to the Statement by Yale University, a Connecticut corporation (the "Reporting Person"). Capitalized terms used below and not otherwise defined herein shall have the meaning set forth in the Statement, as so amended. ITEM 4. PURPOSE OF TRANSACTION The disclosure in Item 4 is hereby amended and supplemented by adding the following: On February 28, 2007, the Reporting Person sold 109,200 Common Shares in brokers transactions at prices ranging between $26.90 - $27.18 per share. Between May 3, 2006 and February 27, 2007, the Reporting Person sold 216,600 Common Shares in brokers transactions at prices ranging from $22.50 - $28.00 per share. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER The disclosure in Item 5(a) is hereby amended and restated to read in its entirety as follows: "(a) The Reporting Person beneficially owns, within the meaning of Rule 13d-3 under the Exchange Act, 1,932,938 Common Shares. The Common Shares owned by the Reporting Person constitute approximately 6.4% of the Common Shares issued and outstanding (computed on the basis of 32,132,797 Common Shares issued and outstanding, as reported in the Trust's Annual Report on Form 10-K for the year ended December 31, 2006 filed with the Securities and Exchange Commission on March 1, 2007)." The disclosure in Item 5(b) is hereby amended and restated to read in its entirety as follows: "(b) The Reporting Person has sole power to dispose of 1,932,938 Common Shares and shared power to direct the disposition of 112,000 Common Shares held of record by YURPSE. YURPSE has shared power to direct the disposition of 112,000 Common Shares. Page 3 of 11 The Reporting Person has sole power to vote 1,932,938 Common Shares and shared power to direct the vote of 112,000 Common Shares held of record by YURPSE. YURPSE has shared power to direct the vote of 112,000 Common Shares. The Reporting Person disclaims beneficial ownership of the Common Shares held by YURPSE." The disclosure in Item 5(c ) is supplemented as follows: (c) The Reporting Person sold Common Shares in brokers transactions as follows:

DATE NUMBER OF SHARES PRICE PER SHARE ---- ---------------- --------------- February 28, 2007 11,700 $26.90 February 28, 2007 15,400 $26.91 February 28, 2007 1,800 $26.92 February 28, 2007 7,800 $26.93 February 28, 2007 3,600 $26.94 February 28, 2007 4,600 $26.95 February 28, 2007 1,200 $26.96 February 28, 2007 500 $26.97 February 28, 2007 600 $26.98 February 28, 2007 900 $26.99 February 28, 2007 32,600 $27.00 February 28, 2007 5,500 $27.01 February 28, 2007 5,000 $27.02 February 28, 2007 6,900 $27.03 February 28, 2007 5,500 $27.04 February 28, 2007 1,000 $27.05 February 28, 2007 600 $27.06

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DATE NUMBER OF SHARES PRICE PER SHARE ---- ---------------- --------------- February 28, 2007 1,200 $27.07 February 28, 2007 100 $27.08 February 28, 2007 300 $27.09 February 28, 2007 1,100 $27.10 February 28, 2007 800 $27.12 February 28, 2007 100 $27.17 February 28, 2007 400 $27.18 February 27, 2007 9,700 $26.90 February 27, 2007 600 $26.91 February 27, 2007 19,900 $27.00 February 27, 2007 300 $27.01 February 27, 2007 700 $27.02 February 27, 2007 400 $27.04 February 27, 2007 2,300 $27.05 February 27, 2007 500 $27.06 February 27, 2007 1,780 $27.07 February 27, 2007 1,320 $27.08 February 27, 2007 8,200 $27.09 February 27, 2007 800 $27.10 February 27, 2007 1,200 $27.11 February 27, 2007 100 $27.13 February 27, 2007 200 $27.14 February 27, 2007 700 $27.15

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DATE NUMBER OF SHARES PRICE PER SHARE ---- ---------------- --------------- February 27, 2007 100 $27.16 February 27, 2007 200 $27.18 February 27, 2007 100 $27.20 February 27, 2007 1,600 $27.25 February 27, 2007 100 $27.29 February 20, 2007 200 $27.61 February 20, 2007 300 $27.63 February 20, 2007 800 $27.64 February 20, 2007 1,000 $27.65 February 20, 2007 500 $27.66 February 20, 2007 800 $27.67 February 20, 2007 1,500 $27.68 February 20, 2007 500 $27.69 February 20, 2007 200 $27.71 February 20, 2007 400 $27.72 February 20, 2007 400 $27.73 February 20, 2007 400 $27.74 February 20, 2007 200 $27.75 February 20, 2007 400 $27.76 February 20, 2007 200 $27.78 February 20, 2007 300 $27.79 February 20, 2007 3,100 $27.80 February 20, 2007 3,400 $27.81

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DATE NUMBER OF SHARES PRICE PER SHARE ---- ---------------- --------------- February 20, 2007 1,300 $27.82 February 20, 2007 5,900 $27.83 February 20, 2007 6,700 $27.84 February 20, 2007 1,900 $27.85 February 20, 2007 3,800 $27.86 February 20, 2007 2,900 $27.87 February 20, 2007 4,700 $27.88 February 20, 2007 5,200 $27.89 February 20, 2007 6,800 $27.90 February 20, 2007 2,600 $27.91 February 20, 2007 400 $27.92 February 20, 2007 300 $27.93 February 20, 2007 100 $27.94 February 20, 2007 200 $27.95 February 20, 2007 700 $27.96 February 20, 2007 1,800 $27.97 February 20, 2007 100 $28.00 August 14, 2006 300 $23.70 August 9, 2006 600 $23.60 August 9, 2006 200 $23.61 August 8, 2006 100 $23.70 August 8, 2006 2,400 $23.72 August 8, 2006 500 $23.75

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DATE NUMBER OF SHARES PRICE PER SHARE ---- ---------------- --------------- August 7, 2006 200 $23.60 August 7, 2006 200 $23.61 August 7, 2006 100 $23.62 August 7, 2006 600 $23.63 August 7, 2006 100 $23.64 August 7, 2006 1,100 $23.65 August 7, 2006 400 $23.66 August 7, 2006 1,300 $23.67 August 7, 2006 2,700 $23.68 August 7, 2006 600 $23.69 August 7, 2006 1,000 $23.70 August 7, 2006 300 $23.71 August 7, 2006 600 $23.73 August 7, 2006 300 $23.74 August 7, 2006 200 $23.75 August 7, 2006 100 $23.78 August 7, 2006 100 $23.79 August 7, 2006 1,100 $23.80 August 7, 2006 100 $23.83 August 7, 2006 100 $23.86 August 4, 2006 1,600 $23.54 August 4, 2006 400 $23.56 August 4, 2006 200 $23.58

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DATE NUMBER OF SHARES PRICE PER SHARE ---- ---------------- --------------- August 4, 2006 400 $23.59 August 4, 2006 200 $23.61 August 4, 2006 100 $23.62 August 4, 2006 200 $23.63 August 4, 2006 400 $23.65 August 4, 2006 400 $23.66 August 4, 2006 100 $23.67 August 4, 2006 100 $23.68 August 4, 2006 500 $23.69 August 4, 2006 100 $23.70 August 4, 2006 200 $23.71 August 4, 2006 100 $23.72 August 4, 2006 400 $23.73 August 4, 2006 100 $23.75 August 4, 2006 900 $23.76 August 4, 2006 300 $23.78 August 4, 2006 800 $23.79 August 4, 2006 2,500 $23.80 August 4, 2006 5,000 $23.90 May 10, 2006 18,600 $22.90 May 10, 2006 100 $22.92 May 10, 2006 200 $22.93 May 10, 2006 100 $22.97

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DATE NUMBER OF SHARES PRICE PER SHARE ---- ---------------- --------------- May 8, 2006 9,900 $22.70 May 8, 2006 100 $22.75 May 8, 2006 600 $23.01 May 5, 2006 10,600 $22.90 May 4, 2006 700 $22.61 May 4, 2006 19,300 $22.60 May 3, 2006 12,300 $22.50 May 3, 2006 100 $22.51 May 3, 2006 900 $22.52 May 3, 2006 200 $22.53 May 3, 2006 100 $22.57 May 3, 2006 200 $22.58 May 3, 2006 300 $22.59 May 3, 2006 200 $22.60 May 3, 2006 100 $22.63 May 3, 2006 800 $22.65

Page 10 of 11 SIGNATURE After due 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. Dated: March 5, 2007 YALE UNIVERSITY By: /s/ David F. Swensen ------------------------------------ Name: David F. Swensen Title: Chief Investment Officer Page 11 of 11