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CIM Group (CMRF) VP Avraham Shemesh details sizable indirect ownership stakes

(Neutral)
(Neutral)
Form Type
3

Rhea-AI Filing Summary

CIM Group, Inc. filed an initial ownership report for vice president and ten percent owner Avraham Shemesh, showing large indirect interests held through CIM Group Holdings, LLC. The filing lists Special Voting Preferred Stock, common stock and substantial Class A-1 and A-2 limited partnership units of an operating partnership.

The partnership units are indirectly tied to the company’s common stock. After a listing of CIM Group, Inc.’s common stock on a national securities exchange, CIM Group Holdings may, subject to conditions, redeem or exchange Class A-1 and A-2 units for an equal number of common shares or cash, with related Special Voting Preferred Stock redeemed concurrently.

Positive

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Negative

  • None.
Insider Shemesh Avraham
Role Vice President
Type Security Shares Price Value
holding Class A-1 Limited Partnership Units -- -- --
holding Class A-2 Limited Partnership Units -- -- --
holding Common Stock -- -- --
holding Special Voting Preferred Stock -- -- --
Holdings After Transaction: Class A-1 Limited Partnership Units — 821,175,346.665 shares (Indirect, By CIM Group Holdings, LLC); Class A-2 Limited Partnership Units — 86,200,726.998 shares (Indirect, By CIM Group Holdings, LLC); Common Stock — 100 shares (Indirect, By CIM Group Holdings, LLC); Special Voting Preferred Stock — 907,376,173.663 shares (Indirect, By CIM Group Holdings, LLC)
Footnotes (3)
  1. F1. The reporting person may be deemed to beneficially own the shares and limited partnership units owned by CIM Group Holdings, LLC ("CIM Group Holdings") because of his position with CIM Group, LLC ("CIM Group Parent"), which owns and controls CIM Group Holdings. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his indirect pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
  2. F2. Class A-1 and Class A-2 limited partnership units of an operating partnership in which a subsidiary of the issuer is general partner (the "operating partnership"). Until the consummation of a listing of the issuer's common stock on a national securities exchange (a "Listing"), CIM Group Holdings has no right to have its Class A-1 or A-2 limited partnership units redeemed or exchanged for shares of the issuer's common stock. Following the consummation of a Listing, CIM Group Holdings will have the right to require the operating partnership to redeem,
  3. F3. (Continued from footnote 2) subject to specified conditions and restrictions, the filer's Class A-1 and A-2 limited partnership units in exchange for a like number of shares of the issuer's common stock or, at the election of the issuer, a cash amount representing the value of such shares of the issuer's common stock. In connection with any such exchange, the issuer is required to concurrently redeem any shares of Special Voting Preferred Stock issued in correspondence to such redeemed Class A-1 or A-2 limited partnership units.
Special Voting Preferred Stock 907,376,173.6630 shares Indirect holdings by CIM Group Holdings, LLC following transaction
Common Stock 100.0000 shares Indirect holdings by CIM Group Holdings, LLC following transaction
Class A-2 Units underlying shares 86,200,726.9980 shares Underlying CIM Group, Inc. common stock for Class A-2 limited partnership units
Class A-1 Units underlying shares 821,175,346.6650 shares Underlying CIM Group, Inc. common stock for Class A-1 limited partnership units
Exercise price for Class A-1 units $0.0000 per unit Stated conversion or exercise price in derivative summary
Exercise price for Class A-2 units $0.0000 per unit Stated conversion or exercise price in derivative summary
Special Voting Preferred Stock financial
"The filing lists Special Voting Preferred Stock, common stock and substantial Class A-1 and A-2 limited partnership units"
Class A-1 limited partnership units financial
"Class A-1 and Class A-2 limited partnership units of an operating partnership in which a subsidiary of the issuer is general partner"
Class A-2 limited partnership units financial
"Class A-1 and Class A-2 limited partnership units of an operating partnership in which a subsidiary of the issuer is general partner"
operating partnership financial
"Class A-1 and Class A-2 limited partnership units of an operating partnership in which a subsidiary of the issuer is general partner"
An operating partnership is a separate legal entity set up to own and run a company’s core assets and day-to-day businesses, while investors hold interests indirectly through the parent company. Think of it like a dedicated garage that actually stores and services the cars while the owner keeps the dealership; it matters to investors because it affects how income, taxes, liability and voting rights are allocated and therefore can influence distributions and risk.
Listing financial
"Until the consummation of a listing of the issuer's common stock on a national securities exchange (a "Listing"), CIM Group Holdings has no right"
indirect pecuniary interest financial
"The reporting person disclaims beneficial ownership of the reported securities except to the extent of his indirect pecuniary interest therein"

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FAQ

What does Avraham Shemesh’s Form 3 show for CIM Group (CMRF)?

The Form 3 shows Avraham Shemesh’s indirect ownership interests in CIM Group, Inc. through CIM Group Holdings, LLC, including preferred stock, common stock, and limited partnership units. It is an initial ownership statement, not a record of new purchases or sales of securities.

Which securities are reported for Avraham Shemesh in CIM Group’s Form 3?

The filing reports Special Voting Preferred Stock, common stock, and Class A-1 and Class A-2 limited partnership units of an operating partnership. The partnership units are indirectly linked to CIM Group, Inc.’s common stock through potential future redemptions or exchanges, subject to specified conditions and restrictions.

Are the reported CIM Group (CMRF) holdings direct or indirect for Avraham Shemesh?

All reported holdings are indirect and held by CIM Group Holdings, LLC. The filing states Shemesh may be deemed to beneficially own these interests through his position with CIM Group Parent, but he disclaims beneficial ownership except for any indirect pecuniary interest he has in those securities.

Do Class A-1 and A-2 units in CIM Group’s Form 3 convert into common stock?

The Class A-1 and A-2 limited partnership units can, after a listing of CIM Group, Inc.’s common stock on a national securities exchange, be redeemed or exchanged for an equal number of common shares or cash, subject to specified conditions and restrictions described in the footnotes.

What happens to Special Voting Preferred Stock when CIM Group units are exchanged?

If Class A-1 or A-2 limited partnership units are exchanged for CIM Group common stock or cash, the company must concurrently redeem any Special Voting Preferred Stock issued in correspondence to those units, aligning voting rights with the new ownership structure after the exchange or redemption.

Does this CIM Group (CMRF) Form 3 reflect any recent insider buying or selling?

No. The Form 3 lists existing indirect holdings and derivative positions associated with Avraham Shemesh through CIM Group Holdings, LLC. The transaction summary shows holding entries only, with no recorded buys, sells, exercises, gifts, or other transactional activity in the reported securities.
SEC Form 3
FORM 3UNITED 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
OMB APPROVAL
OMB Number:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
Shemesh Avraham

(Last)(First)(Middle)
2398 E. CAMELBACK ROAD, 4TH FLOOR

(Street)
PHOENIX ARIZONA 85016

(City)(State)(Zip)

UNITED STATES

(Country)
2. Date of Event Requiring Statement (Month/Day/Year)
06/24/2026
3. Issuer Name and Ticker or Trading Symbol
CIM GROUP, INC. [ NONE ]
3a. Foreign Trading Symbol
5. If Amendment, Date of Original Filed (Month/Day/Year)
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
XOfficer (give title below)Other (specify below)
Vice President
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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 Stock100IBy CIM Group Holdings, LLC(1)
Special Voting Preferred Stock907,376,173.663IBy CIM Group Holdings, LLC(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 ExercisableExpiration DateTitleAmount or Number of Shares
Class A-1 Limited Partnership Units (2)(3) (2)(3)Common Stock821,175,346.665(2)(3)IBy CIM Group Holdings, LLC(1)
Class A-2 Limited Partnership Units (2)(3) (2)(3)Common Stock86,200,726.998(2)(3)IBy CIM Group Holdings, LLC(1)
Explanation of Responses:
1. The reporting person may be deemed to beneficially own the shares and limited partnership units owned by CIM Group Holdings, LLC ("CIM Group Holdings") because of his position with CIM Group, LLC ("CIM Group Parent"), which owns and controls CIM Group Holdings. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his indirect pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
2. Class A-1 and Class A-2 limited partnership units of an operating partnership in which a subsidiary of the issuer is general partner (the "operating partnership"). Until the consummation of a listing of the issuer's common stock on a national securities exchange (a "Listing"), CIM Group Holdings has no right to have its Class A-1 or A-2 limited partnership units redeemed or exchanged for shares of the issuer's common stock. Following the consummation of a Listing, CIM Group Holdings will have the right to require the operating partnership to redeem,
3. (Continued from footnote 2) subject to specified conditions and restrictions, the filer's Class A-1 and A-2 limited partnership units in exchange for a like number of shares of the issuer's common stock or, at the election of the issuer, a cash amount representing the value of such shares of the issuer's common stock. In connection with any such exchange, the issuer is required to concurrently redeem any shares of Special Voting Preferred Stock issued in correspondence to such redeemed Class A-1 or A-2 limited partnership units.
/s/ Avraham Shemesh07/02/2026
** Signature of Reporting PersonDate
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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)