SC 13D/A 1 y12354sc13dza.txt AMENDMENT NO. 7 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7) 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 919 Third Avenue New York, NY 10022 (212) 909-6000 August 16, 2005 (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 -------------------------------------------------------------------------------- Number of Shares (7) Sole Voting Power Beneficially 2,824,738 Owned by ------------------------------------------------------------ Each (8) Shared Voting Power Reporting 166,361 Person ------------------------------------------------------------ With (9) Sole Dispositive Power 2,824,738 ------------------------------------------------------------ (10) Shared Dispositive Power 166,361 -------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 2,991,099 -------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares -------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 9.5% -------------------------------------------------------------------------------- (14) Type of Reporting Person EP -------------------------------------------------------------------------------- Page 2 of 6 Amendment No. 7 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 and 6 thereto filed on March 23, 2004, March 26, 2004, March 31, 2004, November 9, 2004, November 10, 2004 and November 29, 2004, 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. 7 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 May 18, 2005, the Reporting Person received an award of 633 Common Shares from the Trust in connection with payment of the annual trustee fee." Between May 5, 2005 and August 16, 2005, the Reporting Person sold 644,600 Common Shares in brokers transactions at prices ranging from $16.00 - $19.23. 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, 2,991,099 Common Shares. The Common Shares owned by the Reporting Person constitute approximately 9.5% of the Common Shares issued and outstanding (computed on the basis of 31,444,577 Common Shares issued and outstanding, as reported in the Trust's Quarterly Report on Form 10-Q for the quarter ended June 30, 2005 filed with the Securities and Exchange Commission on August 9, 2005). 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 2,824,738 Common Shares and shared power to direct the disposition of 166,361 Common Shares held of record by YURPSE. YURPSE has shared power to direct the disposition of 166,361 Common Shares. Page 3 of 6 The Reporting Person has sole power to vote 2,824,738 Common Shares and shared power to direct the vote of 166,361 Common Shares held of record by YURPSE. YURPSE has shared power to direct the vote of 166,361 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 May 4, 2005 20,400 $16.052 May 5, 2005 16,500 $16.0004 May 6, 2005 400 $16.00 May 9, 2005 8,500 $16.00 May 10, 2005 19,500 $16.0008 May 11, 2005 18,900 $16.0134 May 12, 2005 7,300 $16.0048 May 18, 2005 147,600 $16.0164 May 19, 2005 63,000 $16.1093 May 20, 2005 42,900 $16.1428 May 25, 2005 105,000 $17.0189 May 26, 2005 27,100 $17.0131 August 2, 2005 55,700 $19.2281 August 3, 2005 11,900 $19.2043 August 4, 2005 300 $19.16 August 9, 2005 3,500 $17.7706 August 10, 2005 49,000 $17.5612 Page 4 of 6 Date Number of Shares Price Per Share August 11, 2005 17,000 $17.5512 August 12, 2005 2,100 $17.721 August 16, 2005 28,000 $17.882 Page 5 of 6 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: August 26, 2005 YALE UNIVERSITY By: /s/ David F. Swensen ------------------------------------ Name: David F. Swensen Title: Chief Investment Officer Page 6 of 6