SEC Form 4 · accession 0001209191-18-038391
CEDAR REALTY TRUST, INC. · CDR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Bruce J Schanzer
Officer — Pres. & Chief Exec. Officer · Director
Period of report
Jun 15, 2018
Accepted (ET)
Jun 18, 2018 · 5:56 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000761648
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jun 15, 2018 | D | 1,250,000 | $0.00 | D | 1,383,593 | D | |
| Common StockF2 | Jun 15, 2018 | A | 750,000 | $0.00 | A | 2,133,593 | D | |
| Common StockF3 | holding | — | — | — | 37,664 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF4,F5 | — | Jun 15, 2018 | A | 1,500,000 | A | — | — | Common Stock | 1,500,000 | 1,500,000 | D |
Explanation of responses
- F1Represents the forfeiture of performance-based restricted stock awards previously granted to the Reporting Person on each of June 15, 2011 (125,000 shares), January 3, 2012 (125,000 shares) and June 15, 2012 (1,000,000 shares).
- F2Represents shares of restricted stock granted to the Reporting Person under the Issuer's 2017 Stock Incentive Plan in connection with the entering into of the Amended and Restated Employment Agreement between the Issuer and the Reporting Person effective as of June 15, 2018 (the "Amended and Restated Employment Agreement"). Such shares of restricted stock will vest on the 5th anniversary of the grant date, provided that the Reporting Person remains continuously employed for the entire vesting period through such 5th anniversary.
- F3These shares are owned by the reporting person as custodian for his four children under the Uniform Gifts to Minors Act. The reporting person disclaims beneficial ownership of these shares.
- F4Each restricted stock unit represents a contingent right to receive one share of CDR common stock.
- F5Represents shares of performance-based restricted stock units granted to the Reporting Person under the Issuer's 2017 Stock Incentive Plan in connection with the entering into of the Amended and Restated Employment Agreement. The restricted stock units will vest, if at all, based on the Issuer's average total shareholder return over a 5 year performance period, with the ability to earn up on 50% of the units after a 3-year period, as more fully described in the Amended and Restated Employment Agreement.