Scully Royalty (SRL) 13D/A: Subin group reports 13% stake and nominates new board slate
Filing Impact
Filing Sentiment
Form Type
SCHEDULE 13D/A
Scully Royalty Ltd. major shareholder Neil S. Subin and affiliated entities filed Amendment No. 4 to their Schedule 13D, updating their ownership and governance plans. The filing 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 cited from a Form 6-K. Most of these shares are held through various Miller family trusts, partnerships, and MILFAM LLC, for which Subin serves in managerial or trustee roles.
The amendment explains that Walkers (Cayman) LLP, counsel to MILFAM LLC, sent a letter on December 7, 2025 to Sangra Moller LLP, counsel to Scully Royalty, regarding the company’s annual general meeting on December 27, 2025. In that letter, the group formally notified the issuer of its nomination of five candidates — Jerrod Freund, Mark Holliday, Alan Howe, Nimesh Patel, and Skyler Wichers — to the board. The reporting persons state they are discussing with other shareholders a proposal to remove the existing board members and elect these nominees at the annual meeting and may pursue further steps seeking changes to the board or the company.
Positive
- None.
Negative
- None.
Insights
Large holder with 13% stake is openly pursuing board change at Scully Royalty.
The filing shows that Neil S. Subin and related Miller family entities beneficially own 1,985,952 Scully Royalty common shares, equal to 13.0% of the class based on 15,226,351 shares outstanding as of November 24, 2025. Stakes are spread across multiple trusts, partnerships, and companies such as MILFAM LLC, but coordinated through Subin’s managerial and trustee roles, indicating a cohesive shareholder group.
Amendment No. 4 centers on governance rather than ownership changes. The group has formally notified the company, via counsel, of its intent to nominate five directors—Jerrod Freund, Mark Holliday, Alan Howe, Nimesh Patel, and Skyler Wichers—for election at the December 27, 2025 annual general meeting. They are also discussing with other shareholders a proposal to remove the current board and elect their nominees, signaling a potential proxy contest.
The disclosure states that the reporting persons may pursue additional actions relating to changes at the board or company level, referencing the range of possibilities described under Item 4 of Schedule 13D. Actual outcomes will depend on shareholder voting at the annual meeting and any further steps the group or the issuer choose to take.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
|
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) |
12/07/2025 (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: |
| ||||||||
| 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. 4 to Schedule 13D (this "Amendment No. 4") 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: |
| ||||||||
| 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. 4 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: |
| ||||||||
| 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. 4 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: |
| ||||||||
| 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. 4 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: |
| ||||||||
| 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. 4 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: |
| ||||||||
| 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. 4 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: |
| ||||||||
| 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. 4 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: |
| ||||||||
| 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. 4 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: |
| ||||||||
| 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. 4 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: |
| ||||||||
| 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. 4 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: |
| ||||||||
| 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. 4 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: |
| ||||||||
| 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. 4 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: |
| ||||||||
| 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. 4 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: |
| ||||||||
| 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. 4 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: |
| ||||||||
| 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. 4 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: |
| ||||||||
| 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. 4 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: |
| ||||||||
| 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. 4 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)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 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. 4 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: |
| ||||||||
| 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. 4 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. 4 to Schedule 13D ("Amendment No. 4") amends and supplements the Schedule 13D filed by the Reporting Persons on December 11, 2023, as amended on October 8, 2024, November 26, 2025 and December 8, 2025 (collectively, the "Original Schedule 13D"), to file as an exhibit the letter sent by Walkers (Cayman) LLP ("Walkers"), counsel to MILFAM LLC ("Milfam"), to Sangra Moller LLP ("Sangra Moller"), counsel to Scully Royalty Ltd. (the "Issuer") on December 7, 2025 regarding the annual general meeting of shareholders of the Issuer to be held on Saturday, December 27, 2025 at 8:00 a.m. (Hong Kong time), and at any adjourned, postponed, continued, or rescheduled meeting thereof (the "Annual Meeting"). Except as modified in the cover pages and below, this Amendment No. 4 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: On December 7, 2025, Walkers sent a letter to Sangra Moller regarding the Annual Meeting and the notice provided by Milfam to the Issuer regarding the nomination of each of Jerrod Freund, Mark Holliday, Alan Howe, Nimesh Patel, and Skyler Wichers to the board of directors of the Issuer. The letter sent by Walkers is filed as Exhibit 3 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 3 Letter to Sangra Moller LLP, dated as of December 7, 2025 | ||
| 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.
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FAQ
How much of Scully Royalty Ltd. (SRL) does Neil S. Subin currently report owning?
The filing reports that Neil S. Subin, together with affiliated entities, beneficially owns 1,985,952 common shares of Scully Royalty Ltd., representing 13.0% of the company’s common shares, based on 15,226,351 shares outstanding as of November 24, 2025.
Which entities hold Scully Royalty (SRL) shares for the Subin and Miller group?
The Schedule 13D/A attributes holdings across multiple entities, including MILFAM LLC, MILFAM I L.P., MILFAM II L.P., MILFAM III LLC, LIMFAM LLC, LIM III Estate LLC, Alimco Re Ltd., and numerous Miller family trusts and estates. Subin is described as manager, general partner, advisor, trustee, or personal representative for many of these entities.
What governance actions is the Subin/MILFAM group proposing at Scully Royalty Ltd.?
The reporting persons have notified Scully Royalty Ltd. of their intention to nominate five director candidates—Jerrod Freund, Mark Holliday, Alan Howe, Nimesh Patel, and Skyler Wichers—at the upcoming annual general meeting. They are also discussing with other shareholders a proposal to remove the existing board members and elect these nominees.
When is Scully Royalty Ltd.’s annual general meeting mentioned in this Schedule 13D/A?
The amendment references an annual general meeting of shareholders of Scully Royalty Ltd. scheduled for Saturday, December 27, 2025 at 8:00 a.m. (Hong Kong time), including any adjourned, postponed, continued, or rescheduled meeting.
Why did the group file Amendment No. 4 to its Schedule 13D on Scully Royalty (SRL)?
Amendment No. 4 primarily serves to file as an exhibit a December 7, 2025 letter from Walkers (Cayman) LLP, counsel to MILFAM LLC, to Sangra Moller LLP, counsel to Scully Royalty Ltd., regarding the annual general meeting and the nomination of director candidates. Apart from updated cover-page details and Item 4, the prior disclosure remains unchanged.
What share count did the Schedule 13D/A use to calculate ownership percentages for SRL?
The ownership percentages in this amendment are based on 15,226,351 common shares outstanding as of November 24, 2025, as reported in Scully Royalty Ltd.’s Form 6-K filed on December 5, 2025.