Scully Royalty investor group discloses 13% stake, mounts proxy bid

Scully Royalty Ltd. shareholder Neil S. Subin and affiliated entities have updated their Schedule 13D to reflect current ownership and launch a board contest.

Rhea-AI Filing Summary

Scully Royalty Ltd. shareholder Neil S. Subin and affiliated entities have updated their Schedule 13D to reflect current ownership and launch a board contest. Subin reports beneficial ownership of 1,985,952 common shares, or 13.0% of Scully Royalty’s common shares, based on 15,226,351 shares outstanding as of November 24, 2025. Related entities such as MILFAM LLC and multiple Miller family trusts collectively hold these shares through various accounts.

The group plans to mail a definitive proxy statement around December 8, 2025 ahead of Scully Royalty’s annual general meeting on December 27, 2025. They intend to solicit votes to remove the existing board and elect a slate of five nominees: Jerrod Freund, Mark Holliday, Alan Howe, Nimesh Patel, and Skyler Wichers. The filing notes ongoing discussions with other shareholders and signals that the group may pursue additional actions related to board and corporate changes.

Insights

Corporate governance and activism analyst

13% Scully Royalty holder escalates to a full board proxy contest.

Neil S. Subin, together with MILFAM LLC and related Miller family vehicles, now reports beneficial ownership of 1,985,952 Scully Royalty common shares, or 13.0% of the company, using an outstanding share count of 15,226,351 as of November 24, 2025. This consolidates a significant block across multiple trusts, partnerships, and an insurance entity.

The amendment goes beyond ownership disclosure by detailing a planned proxy campaign. The group intends to mail definitive proxy materials around December 8, 2025 for the annual meeting on December 27, 2025, seeking to remove the current board and install five named nominees. This indicates an organized effort to influence or redirect the company’s governance and strategy through board control.

The filing also references preliminary discussions with other shareholders and the possibility of further actions related to board or company changes, tied to factors such as Scully Royalty’s financial condition and market environment. The concrete near-term milestone is the annual general meeting on December 27, 2025, where voting outcomes will determine whether the dissident slate gains board representation.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many Scully Royalty (SRL) shares does Neil S. Subin report owning?

The filing reports that Neil S. Subin beneficially owns 1,985,952 common shares of Scully Royalty Ltd., representing 13.0% of the company’s common shares.

What ownership percentage in Scully Royalty (SRL) does the reporting group disclose?

Based on 15,226,351 common shares outstanding as of November 24, 2025, the reporting group led by Neil S. Subin discloses beneficial ownership of 13.0% of Scully Royalty’s common shares.

Who are the main entities in the Scully Royalty (SRL) Schedule 13D/A group?

Key reporting persons include Neil S. Subin, MILFAM LLC, Alimco Re Ltd., several MILFAM limited partnerships and LLCs, and multiple Miller family trusts and estates, each listing their own shareholdings and percentages.

What is the purpose of this Schedule 13D/A amendment for Scully Royalty (SRL)?

The amendment updates the beneficial ownership percentages and discloses that MILFAM and affiliates intend to run a proxy solicitation to remove the existing board and elect their own nominees at Scully Royalty’s annual meeting.

When will Scully Royalty’s annual meeting be held and what will be voted on?

The annual general meeting is scheduled for December 27, 2025. The reporting group plans to solicit proxies to remove current directors and elect five nominees: Jerrod Freund, Mark Holliday, Alan Howe, Nimesh Patel, and Skyler Wichers.

What changes did this Amendment No. 3 make compared to prior filings for Scully Royalty (SRL)?

Amendment No. 3 updates ownership percentages using 15,226,351 shares outstanding as of November 24, 2025 and adds as an exhibit the definitive proxy statement that MILFAM intends to mail to shareholders.

Is MILFAM LLC acting alone in its Scully Royalty (SRL) proxy effort?

The filing states that the reporting persons have engaged in preliminary discussions with other shareholders about their proposal to remove the existing board and elect their nominees and expect to continue such communications.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 12/08/2025 - 06:31 AM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

Scully Royalty Ltd.

(Name of Issuer)

Common Shares, par value $0.001 per share

(Title of Class of Securities)

G7T96K107

(CUSIP Number)

Neil S. Subin
2336 SE Ocean Blvd., Suite 400
Stuart, FL, 34996
(561) 287-5399

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

12/08/2025

(Date of Event Which Requires Filing of This Statement)

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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose 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).

SCHEDULE 13D

CUSIP No. G7T96K107

1

Name of reporting person

Neil S. Subin

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF, PF, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,985,952.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,985,952.00

11

Aggregate amount beneficially owned by each reporting person

1,985,952.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

13.0 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Note to Rows 8, 9, 10 and 11: Represents (i) 48,483 common shares owned of record by MILFAM LLC; (ii) 31,033 common shares, par value $0.001 per share ("common shares"), of Scully Royalty Ltd. (the "Issuer") owned of record by Catherine C. Miller Irrevocable Trust; (iii) 22,456 common shares owned of record by Catherine C Miller Trust A-3; (iv) 215,042 common shares owned of record by Catherine C Miller Revocable Trust; (v) 20,658 common shares owned of record by Kimberley S. Miller GST Trust; (vi) 188,687 common shares owned of record by LIMFAM LLC; (vii) 163,005 common shares owned of record by LIM III Estate LLC; (viii) 64,715 common shares owned of record by Lloyd I. Miller Trust A-1; (ix) 28,355 common shares owned of record by Catherine C Miller Estate; (x) 5,330 common shares owned of record by Lloyd I. Miller, III Irrevocable Trust; (xi) 32,693 common shares owned of record by Miller Great Grandchildren Trust; (xii) 176,735 common shares owned of record by Susan F. Miller Spousal Trust A-4; (xiii) 176,734 common shares owned of record by Miller Family Education and Medical Trust; (xiv) 150,282 common shares owned of record by MILFAM I L.P.; (xv) 428,563 common shares owned of record by MILFAM II L.P.; (xvi) 26,611 common shares owned of record by MILFAM III LLC; (xvii) 40,250 common shares owned of record by Susan F. Miller; and (xviii) 166,320 common shares owned of record by Alimco Re Ltd. Mr. Subin is the President and Manager of MILFAM LLC, which serves as manager, general partner, or advisor of a number of the foregoing entities formerly managed or advised by the late Lloyd I. Miller, III, and he also serves as trustee of a number of the foregoing trusts for the benefit of the family of the late Mr. Lloyd I. Miller, III, consequently, he may be deemed the beneficial owner of the shares specified in clauses (i) through (xviii) of the preceding sentence. Mr. Subin disclaims beneficial ownership of any shares other than to the extent he may have a pecuniary interest therein. Note to Row 13: The percentage reported in this Amendment No. 3 to Schedule 13D (this "Amendment No. 3") is based upon 15,226,351 common shares outstanding as of November 24, 2025 (according to the Issuer's Current Report on Form 6-K ("Form 6-K") as filed with the U.S. Securities and Exchange Commission on December 5, 2025).

SCHEDULE 13D

CUSIP No. G7T96K107

1

Name of reporting person

MILFAM LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF, PF, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,957,597.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,957,597.00

11

Aggregate amount beneficially owned by each reporting person

1,957,597.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

12.9 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Note to Rows 8, 10 and 11: Represents (i) 22,456 common shares owned of record by Catherine C Miller Trust A-3; (ii) 215,042 common shares owned of record by Catherine C Miller Revocable Trust; (iii) 188,687 common shares owned of record by LIMFAM LLC; (iv) 163,005 common shares owned of record by LIM III Estate LLC; (v) 64,715 common shares owned of record by Lloyd I. Miller Trust A-1; (vi) 176,735 common shares owned of record by Susan F. Miller Spousal Trust A-4; (vii) 176,734 common shares owned of record by Miller Family Education and Medical Trust; (viii) 150,282 common shares owned of record by MILFAM I L.P.; (ix) 428,563 common shares owned of record by MILFAM II L.P.; (x) 26,611 common shares owned of record by MILFAM III LLC; (xi) 48,483 common shares owned of record by MILFAM LLC; (xii) 166,320 common shares owned of record by Alimco Re Ltd.; (xiii) 31,033 common shares owned of record by Catherine C. Miller Irrevocable Trust; (xiv) 20,658 common shares owned of record by Kimberley S. Miller GST Trust; (xv) 32,693 common shares owned of record by Miller Great Grandchildren Trust; (xvi) 5,330 common shares owned of record by Lloyd I. Miller, III Irrevocable Trust; and (xvii) 40,250 common shares owned of record by Susan F. Miller. MILFAM LLC serves as manager, general partner, or advisor of the foregoing entities formerly managed or advised by the late Lloyd I. Miller, III, consequently, it may be deemed the beneficial owner of the shares specified in clauses (i) through (xvii) of the preceding sentence. MILFAM LLC disclaims beneficial ownership of any shares other than to the extent it may have a pecuniary interest therein. Note to Row 13: The percentage reported in this Amendment No. 3 is based upon 15,226,351 common shares outstanding as of November 24, 2025 (according to the Form 6-K).

SCHEDULE 13D

CUSIP No. G7T96K107

1

Name of reporting person

Alimco Re Ltd.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

BERMUDA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 166,320.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 166,320.00

11

Aggregate amount beneficially owned by each reporting person

166,320.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.1 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Note to Row 13: The percentage reported in this Amendment No. 3 is based upon 15,226,351 common shares outstanding as of November 24, 2025 (according to the Form 6-K).

SCHEDULE 13D

CUSIP No. G7T96K107

1

Name of reporting person

Catherine C. Miller Irrevocable Trust

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 31,033.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 31,033.00

11

Aggregate amount beneficially owned by each reporting person

31,033.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.2 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Note to Row 13: The percentage reported in this Amendment No. 3 is based upon 15,226,351 common shares outstanding as of November 24, 2025 (according to the Form 6-K).

SCHEDULE 13D

CUSIP No. G7T96K107

1

Name of reporting person

Catherine C Miller Trust A-3

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 22,456.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 22,456.00

11

Aggregate amount beneficially owned by each reporting person

22,456.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.1 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Note to Row 13: The percentage reported in this Amendment No. 3 is based upon 15,226,351 common shares outstanding as of November 24, 2025 (according to the Form 6-K).

SCHEDULE 13D

CUSIP No. G7T96K107

1

Name of reporting person

Catherine C Miller Revocable Trust

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 215,042.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 215,042.00

11

Aggregate amount beneficially owned by each reporting person

215,042.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.4 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Note to Row 13: The percentage reported in this Amendment No. 3 is based upon 15,226,351 common shares outstanding as of November 24, 2025 (according to the Form 6-K).

SCHEDULE 13D

CUSIP No. G7T96K107

1

Name of reporting person

Kimberley S. Miller GST Trust

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 20,658.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 20,658.00

11

Aggregate amount beneficially owned by each reporting person

20,658.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.1 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Note to Row 13: The percentage reported in this Amendment No. 3 is based upon 15,226,351 common shares outstanding as of November 24, 2025 (according to the Form 6-K).

SCHEDULE 13D

CUSIP No. G7T96K107

1

Name of reporting person

LIMFAM LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 188,687.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 188,687.00

11

Aggregate amount beneficially owned by each reporting person

188,687.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.2 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Note to Row 13: The percentage reported in this Amendment No. 3 is based upon 15,226,351 common shares outstanding as of November 24, 2025 (according to the Form 6-K).

SCHEDULE 13D

CUSIP No. G7T96K107

1

Name of reporting person

LIM III Estate LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 163,005.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 163,005.00

11

Aggregate amount beneficially owned by each reporting person

163,005.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.1 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Note to Row 13: The percentage reported in this Amendment No. 3 is based upon 15,226,351 common shares outstanding as of November 24, 2025 (according to the Form 6-K).

SCHEDULE 13D

CUSIP No. G7T96K107

1

Name of reporting person

Lloyd I. Miller Trust A-1

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 64,715.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 64,715.00

11

Aggregate amount beneficially owned by each reporting person

64,715.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.4 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Note to Row 13: The percentage reported in this Amendment No. 3 is based upon 15,226,351 common shares outstanding as of November 24, 2025 (according to the Form 6-K).

SCHEDULE 13D

CUSIP No. G7T96K107

1

Name of reporting person

Catherine C Miller Estate

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 28,355.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 28,355.00

11

Aggregate amount beneficially owned by each reporting person

28,355.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.2 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Note to Row 13: The percentage reported in this Amendment No. 3 is based upon 15,226,351 common shares outstanding as of November 24, 2025 (according to the Form 6-K).

SCHEDULE 13D

CUSIP No. G7T96K107

1

Name of reporting person

Lloyd I. Miller, III Irrevocable Trust

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 5,330.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 5,330.00

11

Aggregate amount beneficially owned by each reporting person

5,330.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.0 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Note to Row 13: The percentage reported in this Amendment No. 3 is based upon 15,226,351 common shares outstanding as of November 24, 2025 (according to the Form 6-K).

SCHEDULE 13D

CUSIP No. G7T96K107

1

Name of reporting person

Miller Great Grandchildren Trust

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 32,693.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 32,693.00

11

Aggregate amount beneficially owned by each reporting person

32,693.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.2 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Note to Row 13: The percentage reported in this Amendment No. 3 is based upon 15,226,351 common shares outstanding as of November 24, 2025 (according to the Form 6-K).

SCHEDULE 13D

CUSIP No. G7T96K107

1

Name of reporting person

Susan F. Miller Spousal Trust A-4

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 176,735.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 176,735.00

11

Aggregate amount beneficially owned by each reporting person

176,735.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.2 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Note to Row 13: The percentage reported in this Amendment No. 3 is based upon 15,226,351 common shares outstanding as of November 24, 2025 (according to the Form 6-K).

SCHEDULE 13D

CUSIP No. G7T96K107

1

Name of reporting person

Miller Family Education and Medical Trust

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 176,734.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 176,734.00

11

Aggregate amount beneficially owned by each reporting person

176,734.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.2 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Note to Row 13: The percentage reported in this Amendment No. 3 is based upon 15,226,351 common shares outstanding as of November 24, 2025 (according to the Form 6-K).

SCHEDULE 13D

CUSIP No. G7T96K107

1

Name of reporting person

MILFAM I L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 150,282.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 150,282.00

11

Aggregate amount beneficially owned by each reporting person

150,282.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.0 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Note to Row 13: The percentage reported in this Amendment No. 3 is based upon 15,226,351 common shares outstanding as of November 24, 2025 (according to the Form 6-K).

SCHEDULE 13D

CUSIP No. G7T96K107

1

Name of reporting person

MILFAM II L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 428,563.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 428,563.00

11

Aggregate amount beneficially owned by each reporting person

428,563.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

2.8 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Note to Row 13: The percentage reported in this Amendment No. 3 is based upon 15,226,351 common shares outstanding as of November 24, 2025 (according to the Form 6-K).

SCHEDULE 13D

CUSIP No. G7T96K107

1

Name of reporting person

MILFAM III LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 26,611.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 26,611.00

11

Aggregate amount beneficially owned by each reporting person

26,611.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.2 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Note to Row 13: The percentage reported in this Amendment No. 3 is based upon 15,226,351 common shares outstanding as of November 24, 2025 (according to the Form 6-K).

SCHEDULE 13D

CUSIP No. G7T96K107

1

Name of reporting person

Susan F. Miller

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 40,250.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 40,250.00

11

Aggregate amount beneficially owned by each reporting person

40,250.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.3 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Note to Row 13: The percentage reported in this Amendment No. 3 is based upon 15,226,351 common shares outstanding as of November 24, 2025 (according to the Form 6-K).

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Shares, par value $0.001 per share
(b)	Name of Issuer: Scully Royalty Ltd.
(c)	Address of Issuer's Principal Executive Offices: ROOM 2103 SHANGHAI MART TOWER, 2299 YAN AN ROAD WEST, CHANGNING DISTRICT, SHANGHAI, CHINA , 200336.
Item 1 Comment: EXPLANATORY NOTE This Amendment No. 3 to Schedule 13D ("Amendment No. 3") amends and supplements the Schedule 13D filed by the Reporting Persons on December 11, 2023, as amended on October 8, 2024 and November 26, 2025 (collectively, the "Original Schedule 13D"), to update the percentage of common shares beneficially owned by Neil S. Subin and MILFAM LLC ("Milfam") and to file as an exhibit the proxy statement that Milfam intends to mail to shareholders of Scully Royalty Ltd. (the "Issuer") on or about December 8, 2025. The relevant footnote to each Reporting Person has been updated to reflect that the percentage reported in this Amendment No. 3 is based upon 15,226,351 common shares outstanding as of November 24, 2025 (according to the Form 6-K). Except as modified in the cover pages and below, this Amendment No. 3 does not modify any of the information previously reported on the Original Schedule 13D, which remains unchanged.
Item 4.	Purpose of Transaction
	Item 4 of the Original Schedule 13D is amended as follows: Milfam intends to mail its definitive proxy materials to shareholders of the Issuer on or about December 8, 2025, in connection with the annual general meeting of shareholders of the Issuer to be held on Saturday, December 27, 2025 at a time to be announced by the Issuer, and at any adjourned, postponed, continued, or rescheduled meeting thereof (the "Annual Meeting"), to solicit proxies to elect each of Jerrod Freund, Mark Holliday, Alan Howe, Nimesh Patel, and Skyler Wichers (the "Nominees") to the board of directors (the "Board") of the Issuer. The proxy statement mailed by Milfam is filed as Exhibit 2 hereto and is incorporated herein by reference. The Reporting Persons have also engaged in preliminary discussions with other shareholders of the Issuer regarding its proposal to remove the existing members of Board and to elect the Nominees to the Board at the Annual Meeting. The Reporting Persons plan to continue communicating with the Issuer and with other shareholders regarding these and similar matters. Depending upon, among other things, the outcome of these communications, the financial condition, results of operations and prospects of the Issuer, conditions in the securities markets, general economic conditions and other factors that the Reporting Persons deem relevant, the Reporting Persons may take other steps seeking to bring about changes to the Board and/or the Issuer that it believes would increase shareholder value as well as pursue other plans or proposals that relate to or would result in any of the matters set forth in Item 4 of Schedule 13D.
Item 7.	Material to be Filed as Exhibits.
	Item 7 is hereby amended and supplemented by adding the following: Exhibit 2 Definitive Proxy Statement

SIGNATURE

After reasonable 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.

Neil S. Subin

Signature:	/s/ Neil S. Subin
Name/Title:	Neil S. Subin
Date:	12/08/2025

MILFAM LLC

Signature:	/s/ Neil S. Subin
Name/Title:	Neil S. Subin/Manager
Date:	12/08/2025

Alimco Re Ltd.

Signature:	/s/ Dylan Cariero
Name/Title:	Dylan Cariero/Chief Executive Officer
Date:	12/08/2025

Catherine C. Miller Irrevocable Trust

Signature:	/s/ Neil S. Subin
Name/Title:	Neil S. Subin/Trustee
Date:	12/08/2025

Catherine C Miller Trust A-3

Signature:	/s/ Neil S. Subin
Name/Title:	Neil S. Subin/Manager
Date:	12/08/2025

Catherine C Miller Revocable Trust

Signature:	/s/ Neil S. Subin
Name/Title:	Neil S. Subin/Manager
Date:	12/08/2025

Kimberley S. Miller GST Trust

Signature:	/s/ Neil S. Subin
Name/Title:	Neil S. Subin/Trustee
Date:	12/08/2025

LIMFAM LLC

Signature:	/s/ Neil S. Subin
Name/Title:	Neil S. Subin/Manager
Date:	12/08/2025

LIM III Estate LLC

Signature:	/s/ Neil S. Subin
Name/Title:	Neil S. Subin/Manager
Date:	12/08/2025

Lloyd I. Miller Trust A-1

Signature:	/s/ Neil S. Subin
Name/Title:	Neil S. Subin/Manager
Date:	12/08/2025

Catherine C Miller Estate

Signature:	/s/ Neil S. Subin
Name/Title:	Neil S. Subin/Personal Representative
Date:	12/08/2025

Lloyd I. Miller, III Irrevocable Trust

Signature:	/s/ Neil S. Subin
Name/Title:	Neil S. Subin/Trustee
Date:	12/08/2025

Miller Great Grandchildren Trust

Signature:	/s/ Neil S. Subin
Name/Title:	Neil S. Subin/Trustee
Date:	12/08/2025

Susan F. Miller Spousal Trust A-4

Signature:	/s/ Neil S. Subin
Name/Title:	Neil S. Subin/Trustee
Date:	12/08/2025

Miller Family Education and Medical Trust

Signature:	/s/ Neil S. Subin
Name/Title:	Neil S. Subin/Trustee
Date:	12/08/2025

MILFAM I L.P.

Signature:	/s/ Neil S. Subin
Name/Title:	Neil S. Subin/Manager
Date:	12/08/2025

MILFAM II L.P.

Signature:	/s/ Neil S. Subin
Name/Title:	Neil S. Subin/Manager
Date:	12/08/2025

MILFAM III LLC

Signature:	/s/ Neil S. Subin
Name/Title:	Neil S. Subin/Manager
Date:	12/08/2025

Susan F. Miller

Signature:	/s/ Susan F. Miller
Name/Title:	Susan F. Miller
Date:	12/08/2025