SEC Form 3 · accession 0001615774-17-000454

Clipper Realty Inc. · CLPR

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — Chief Property Mgmt Officer

Period of report

Feb 9, 2017

Accepted (ET)

Feb 9, 2017 · 3:47 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001649096

Table I — non-derivative securities

Security	Date	Code	Shares	A/D	Owned after	D/I	Nature of ownership
Common Stock	holding	—	—	—	35,000	D
Special Voting Stock^F1	holding	—	—	—	437,667	D
Special Voting Stock^F1	holding	—	—	—	1,750,667	I	By Schwimmer Family Irrevocable Gift Trust 2

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Class B LLC Units^F1	$0.00	holding	—	—	—	—	—	Common Stock	437,667	—	D
Class B LLC Units^F1	$0.00	holding	—	—	—	—	—	Common Stock	1,750,667	—	I
Long Term Incentive Plan Units^F2	$0.00	holding	—	—	—	Aug 3, 2018	—	Common Stock	46,667	—	D
Long Term Incentive Plan Units^F2	$0.00	holding	—	—	—	Jan 2, 2018	—	Common Stock	11,112	—	D

F1Special Voting Stock is a class of stock of the Issuer that does not share in any distribution to stockholders of the Issuer, but gives the holder thereof one vote per share on all matters on which the Issuer's holders of Common Stock vote, subject to certain exceptions. Class B LLC Units are units of certain limited liability companies that are indirect subsidiaries of the Issuer. Each Class B LLC Unit is exchangeable, together with one share of Special Voting Stock for an amount of cash equal to the fair market value of a share of Common Stock of the Issuer or, at the election of the Issuer, one share of Common Stock. The right to exchange Class B LLC Units, together with Special Voting Stock, does not have an expiration date.
F2Represents long term incentive plan units ("LTIP Units"), a class of units of Clipper Realty L.P. (the "Operating Partnership"), a direct subsidiary of the Issuer. The LTIP Units are convertible by the reporting person, upon vesting, into an equivalent number of units of limited partnership interests ("OP Units") of the Operating Partnership. Each OP Unit is redeemable at the request of the holder for cash in an amount equal to the price of a share of Common Stock of the Issuer or, at the election of the Issuer, one share of Common Stock. The rights to convert LTIP units into OP Units and redeem OP Units do not have expiration dates.