Clipper Realty (CLPR) Form 4 Clipper Realty / Sam Levinson ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Levinson Sam

(Last) (First) (Middle)

4611 TWELFTH AVENUE

(Street)

BROOKLYN NY 11219

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Clipper Realty Inc. [ CLPR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/14/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/14/2017		P		350	A	$9.825(1)	43,100	D
Common Stock	11/14/2017		P		8,500	A	$9.825(1)	1,253,016	I	By Trapeze Inc., a Delaware corporation
Common Stock	11/14/2017		P		800	A	$9.825(1)	136,782	I	By Trapeze D Holdings LLC, a Delaware limited liability company
Common Stock	11/14/2017		P		350	A	$9.825(1)	128,185	I	By ECL Holdings LLC, a Delaware limited liability company
Special Voting Stock(2)								4,464,692	I	By Trapeze Inc., a Delaware corporation
Special Voting Stock(2)								1,362,039	I	By Trapeze D Holdings LLC, a Delaware limited liability company
Special Voting Stock(2)								1,469,548	I	By ECL Holdings LLC, a Delaware limited liability company

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The price is the weighted average price for the transactions reported on this line. The range of prices for the transactions reported on this line is between $9.75 and $9.90 per share. Complete information regarding the number of shares purchased at each separate price will be provided upon request by Commission Staff, the issuer or a security holder of the issuer.

2. Special 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.

	/s/ Sam Levinson	11/16/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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