[Form 4] Equity Lifestyle Properties, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Amendment No. 4 to Schedule 13D reveals that General American Capital, LLC, Indiana Pacific General Trust, Susan D. Hudson and Philip A. Norcross (collectively, the “Reporting Persons”) have increased their aggregate holding of Mid Penn Bancorp (MPB) to 2,152,153 common shares, representing 9.39 % of the 22,915,194 shares outstanding on 30 Jun 2025.

Between 25 Apr 2025 and 1 Aug 2025, General American Capital purchased 346,440 shares for roughly $9.43 million in open-market transactions funded with working capital (Item 3). All 2.14 million shares are held by General American Capital, a wholly-owned subsidiary of the Trust. Voting and dispositive power over these shares is shared by Hudson (Manager & Trustee) and Norcross (Assistant Manager & Trustee); Norcross holds sole authority over an additional 15,079 shares. Hudson reports no sole voting or dispositive power.

The filing amends Items 3 and 5 of the original 8 Nov 2024 Schedule 13D, confirming that the parties continue to act as a “group.” No other share transactions were reported since the original filing.

Positive

• Stake increased to 9.39%, indicating continued confidence by the reporting group.
• $9.43 million in open-market purchases suggest willingness to deploy significant capital into MPB.

Negative

• None.

Insights

Financial Analyst

TL;DR: Investor group lifts MPB stake to 9.39% after $9.4 M buy; potential influence rises.

The group’s open-market purchase of 346,440 shares for $9.4 M signals renewed confidence in MPB’s valuation and strategy. Crossing the 9 % threshold positions the investors just below the 10 % regulatory level, enhancing their ability to influence governance without triggering additional bank-regulatory hurdles. Shared voting power suggests coordinated action, which, while not expressly activist, gives the group leverage in any future strategic decisions, dividends or acquisition discussions. From a float perspective, 2.15 M shares represents meaningful supply removal in a thinly traded regional-bank stock, potentially supporting price.

Corporate Governance Specialist

TL;DR: Coordinated 9.39% block may affect board dynamics and shareholder votes.

Because Hudson and Norcross act jointly through a trust structure, their combined stake can swing close shareholder votes, especially in community-bank contexts where insider ownership is often fragmented. While the amendment contains no activist agenda, Schedule 13D (vs. 13G) keeps optionality for future engagement. The purchase window shows steady accumulation, not a single block trade, hinting at deliberate build-up. Investors should monitor subsequent filings for any Item 4 plans indicating mergers, board changes or capital actions.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Freedman Constance

(Last) (First) (Middle)

C/O EQUITY LIFESTYLE PROPERTIES, INC.

TWO NORTH RIVERSIDE PLAZA, SUITE 800

(Street)

CHICAGO IL 60606

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
EQUITY LIFESTYLE PROPERTIES INC [ ELS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2025

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $.01	08/01/2025		A(1)		47	A	$50.93	12,237	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-Qualified Stock Option (Right to Buy)	$66.81							01/28/2021	07/28/2030	Common Stock, par value $.01	7,485		7,485	D
Non-Qualified Stock Option (Right to Buy)	$66.81							07/28/2021	07/28/2030	Common Stock, par value $.01	1,120		8,605	D
Non-Qualified Stock Option (Right to Buy)	$68.74							10/27/2021	04/27/2031	Common Stock, par value $.01	7,275		15,880	D
Non-Qualified Stock Option (Right to Buy)	$68.74							04/27/2022	04/27/2031	Common Stock, par value $.01	1,090		16,970	D
Non-Qualified Stock Option (Right to Buy)	$79.72							10/26/2022	04/26/2032	Common Stock, par value $.01	6,270		23,240	D
Non-Qualified Stock Option (Right to Buy)	$79.72							04/26/2023	04/26/2032	Common Stock, par value $.01	940		24,180	D
Non-Qualified Stock Option (Right to Buy)	$68.01							10/25/2023	04/25/2033	Common Stock, par value $.01	7,350		31,530	D
Non-Qualified Stock Option (Right to Buy)	$68.01							04/25/2024	04/25/2033	Common Stock, par value $.01	1,100		32,630	D
Non-Qualified Stock Option (Right to Buy)	$60.29							11/01/2024	05/01/2034	Common Stock, par value $.01	12,025		44,655	D
Non-Qualified Stock Option (Right to Buy)	$60.29							05/01/2025	05/01/2034	Common Stock, par value $.01	1,240		45,895	D

Explanation of Responses:

1. Represents shares acquired through ELS' Employee Stock Purchase Plan

Remarks:

	Jennifer Krebs by Power of Attorney for Constance Freedman	08/04/2025
	** 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 4 (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.

FAQ

How many Mid Penn Bancorp (MPB) shares does the reporting group now own?

The group reports 2,152,153 shares, or 9.39 % of outstanding common stock.

What period did the latest MPB share purchases cover?

Purchases occurred from 25 Apr 2025 to 1 Aug 2025.

How much was spent on the additional MPB shares?

Approximately $9.43 million was spent acquiring 346,440 shares.

Who holds voting and dispositive power over the shares?

Voting and dispositive power is shared by Susan D. Hudson and Philip A. Norcross through General American Capital, LLC.

Why is this filing on Schedule 13D instead of 13G?

Schedule 13D allows the group flexibility for potential strategic actions, whereas 13G is reserved for passive holders.