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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13D/A 0001201333 XXXXXXXX LIVE 3 Common Shares, par value $0.001 per share 12/08/2025 false 0000016859 G7T96K107 Scully Royalty Ltd. ROOM 2103 SHANGHAI MART TOWER 2299 YAN AN ROAD WEST CHANGNING DISTRICT, SHANGHAI F4 200336 Neil S. Subin (561) 287-5399 2336 SE Ocean Blvd. Suite 400 Stuart FL 34996 0001201333 N Neil S. Subin AF PF OO N X1 0.00 1985952.00 0.00 1985952.00 1985952.00 N 13.0 IN 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). Y MILFAM LLC AF PF OO N DE 0.00 1957597.00 0.00 1957597.00 1957597.00 N 12.9 OO 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). Y Alimco Re Ltd. WC N D0 0.00 166320.00 0.00 166320.00 166320.00 N 1.1 OO 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). Y Catherine C. Miller Irrevocable Trust PF N X1 0.00 31033.00 0.00 31033.00 31033.00 N 0.2 OO 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). Y Catherine C Miller Trust A-3 PF N X1 0.00 22456.00 0.00 22456.00 22456.00 N 0.1 OO 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). Y Catherine C Miller Revocable Trust PF N X1 0.00 215042.00 0.00 215042.00 215042.00 N 1.4 OO 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). Y Kimberley S. Miller GST Trust PF N X1 0.00 20658.00 0.00 20658.00 20658.00 N 0.1 OO 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). Y LIMFAM LLC WC N DE 0.00 188687.00 0.00 188687.00 188687.00 N 1.2 OO 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). Y LIM III Estate LLC PF N DE 0.00 163005.00 0.00 163005.00 163005.00 N 1.1 OO 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). Y Lloyd I. Miller Trust A-1 PF N X1 0.00 64715.00 0.00 64715.00 64715.00 N 0.4 OO 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). Y Catherine C Miller Estate PF N X1 0.00 28355.00 0.00 28355.00 28355.00 N 0.2 OO 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). Y Lloyd I. Miller, III Irrevocable Trust PF N X1 0.00 5330.00 0.00 5330.00 5330.00 N 0.0 OO 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). Y Miller Great Grandchildren Trust PF N X1 0.00 32693.00 0.00 32693.00 32693.00 N 0.2 OO 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). Y Susan F. Miller Spousal Trust A-4 PF N X1 0.00 176735.00 0.00 176735.00 176735.00 N 1.2 OO 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). Y Miller Family Education and Medical Trust PF N X1 0.00 176734.00 0.00 176734.00 176734.00 N 1.2 OO 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). Y MILFAM I L.P. WC N X1 0.00 150282.00 0.00 150282.00 150282.00 N 1.0 PN 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). Y MILFAM II L.P. WC N X1 0.00 428563.00 0.00 428563.00 428563.00 N 2.8 PN 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). Y MILFAM III LLC WC N X1 0.00 26611.00 0.00 26611.00 26611.00 N 0.2 OO 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). Y Susan F. Miller a PF N X1 0.00 40250.00 0.00 40250.00 40250.00 N 0.3 IN 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). Common Shares, par value $0.001 per share Scully Royalty Ltd. ROOM 2103 SHANGHAI MART TOWER 2299 YAN AN ROAD WEST CHANGNING DISTRICT, SHANGHAI F4 200336 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 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 is hereby amended and supplemented by adding the following: Exhibit 2 Definitive Proxy Statement Neil S. Subin /s/ Neil S. Subin Neil S. Subin 12/08/2025 MILFAM LLC /s/ Neil S. Subin Neil S. Subin/Manager 12/08/2025 Alimco Re Ltd. /s/ Dylan Cariero Dylan Cariero/Chief Executive Officer 12/08/2025 Catherine C. Miller Irrevocable Trust /s/ Neil S. Subin Neil S. Subin/Trustee 12/08/2025 Catherine C Miller Trust A-3 /s/ Neil S. Subin Neil S. Subin/Manager 12/08/2025 Catherine C Miller Revocable Trust /s/ Neil S. Subin Neil S. Subin/Manager 12/08/2025 Kimberley S. Miller GST Trust /s/ Neil S. Subin Neil S. Subin/Trustee 12/08/2025 LIMFAM LLC /s/ Neil S. Subin Neil S. Subin/Manager 12/08/2025 LIM III Estate LLC /s/ Neil S. Subin Neil S. Subin/Manager 12/08/2025 Lloyd I. Miller Trust A-1 /s/ Neil S. Subin Neil S. Subin/Manager 12/08/2025 Catherine C Miller Estate /s/ Neil S. Subin Neil S. Subin/Personal Representative 12/08/2025 Lloyd I. Miller, III Irrevocable Trust /s/ Neil S. Subin Neil S. Subin/Trustee 12/08/2025 Miller Great Grandchildren Trust /s/ Neil S. Subin Neil S. Subin/Trustee 12/08/2025 Susan F. Miller Spousal Trust A-4 /s/ Neil S. Subin Neil S. Subin/Trustee 12/08/2025 Miller Family Education and Medical Trust /s/ Neil S. Subin Neil S. Subin/Trustee 12/08/2025 MILFAM I L.P. /s/ Neil S. Subin Neil S. Subin/Manager 12/08/2025 MILFAM II L.P. /s/ Neil S. Subin Neil S. Subin/Manager 12/08/2025 MILFAM III LLC /s/ Neil S. Subin Neil S. Subin/Manager 12/08/2025 Susan F. Miller /s/ Susan F. Miller Susan F. Miller 12/08/2025