SEC Form 4 · accession 0000899243-18-019310
CONDOR HOSPITALITY TRUST, INC. · CDOR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
REAL ESTATE STRATEGIES LP
Director · 10% Owner
Period of report
Jun 29, 2018
Accepted (ET)
Jul 3, 2018 · 6:16 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000929545
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Jun 29, 2018 | J | 2,197,023 | $0.00 | D | 1,092,513 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series E Cumulative Convertible Preferred StockF1,F2,F3 | $13.84 | Jun 29, 2018 | J | 325,752 | D | Feb 28, 2019 | — | Common Stock | 235,285 | 161,986 | D |
| Convertible NoteF1,F2,F4 | $10.40 | Jun 29, 2018 | J | — | D | Mar 16, 2016 | — | Common Stock | 64,964 | — | D |
Explanation of responses
- F1Represents a pro rata in-kind distribution of securities of Condor Hospitality Trust, Inc. (the "Issuer") by Real Estate Strategies L.P. ("RES") to one of its partners, Real Estate Investment Group VII L.P., including shares of Common Stock, shares of Series E Cumulative Convertible Preferred Stock and an interest in the convertible note issued to RES on March 16, 2016. Real Estate Investment Group VII L.P. is a limited partnership wholly-owned by Efanur S.A. ("Efanur") and Jiwin S.A. ("Jiwin"), each of which is a wholly-owned subsidiary of IRSA Inversiones y Representaciones Sociedad Anonima ("IRSA"). These securities continue to be indirectly beneficially owned by each of Efanur, Jiwin and IRSA, which had previously indirectly beneficially owned these securities while held by RES. Real Estate Investment Group VII L.P. is separately filing a Form 3 to report its beneficial ownership over these securities of the Issuer.
- F2Members of the board of directors of the Issuer were designated by contractual right by Real Estate Strategies, LP, and as a result, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting persons are deemed to be directors of the Issuer by deputization.
- F3The Series E Cumulative Convertible Preferred Stock does not have an expiration date. Each share of Series E Preferred Stock is convertible, at the option of the holder, at any time on or after February 28, 2019, into a number of shares of common stock determined by dividing the conversion price of $13.845 into an amount equal to the $10.00 face value per share plus accrued and unpaid dividends, if any.
- F4Amounts under the convertible note are payable by the Issuer in full on any redemption repayment date of the Series E Cumulative Convertible Preferred Stock or, to the extent the Series E Cumulative Convertible Preferred Stock is redeemed only in part, a pro rata percentage of the convertible note is payable on such date, with the remainder of the note to remain outstanding.