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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Sunrise Realty Trust, Inc. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
867981102 (CUSIP Number) |
Leonard M. Tannenbaum 525 Okeechobee Blvd., Suite 1650, West Palm Beach, FL, 33401 (561) 530-3315 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/29/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 867981102 |
| 1 |
Name of reporting person
Leonard M. Tannenbaum | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
2,914,352.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
22.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
This Amendment No. 1 to Schedule 13D (this "Amendment No. 1") amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") by Leonard M. Tannenbaum (the "Reporting Person") with respect to Sunrise Realty Trust, Inc. (the "Issuer") on December 26, 2024 (the "Schedule 13D"). The Schedule 13D is hereby amended and supplemented to include the information set forth herein. Capitalized terms not defined herein have the meanings given to such terms in the Schedule 13D. Except as set forth herein, the Schedule 13D is unmodified.
Lines 7 and 9 consists of 2,434,213 shares of Common Stock, par value $0.01 per share, of Sunrise Realty Trust, Inc. held directly by the Reporting Person, including 91,238 shares of restricted stock held by the Reporting Person; and 1,000 shares of Common Stock held in a UTMA account for the son of the Reporting Person, for which the Reporting Person serves as custodian. Lines 8 and 10 consists of 420,181 shares of Common Stock held by the Tannenbaum Family Foundation formerly known as the Leonard M. Tannenbaum Foundation, for which the Reporting Person serves as the President and 58,958 shares of Common Stock held by Tannenbaum Family 2012 Trust for benefit of certain members of the Reporting Person's family, for which the Reporting Person serves as the Investment Advisor and Jeffrey Boccuzzi is a Co-Trustee; over which, in each case, the Reporting Person disclaims beneficial ownership. Excludes 33,132 shares of Common Stock held by Robyn Tannenbaum, the Reporting Person's spouse; over which the Reporting Person disclaims beneficial ownership.
Line 13 is based on 12,754,676 shares of Common Stock outstanding after giving effect to the issuance of 5,750,000 shares in the Issuer's public offering which closed on January 29, 2025, as reported in the Issuer's prospectus filed with the SEC on January 28, 2025.
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock |
| (b) | Name of Issuer:
Sunrise Realty Trust, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
525 Okeechobee Blvd., Suite 1650, West Palm Beach,
FLORIDA
, 33401. |
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 of the Schedule 13D is hereby amended and supplemented as follows:
The Reporting Person purchased 1,000,000 shares of Common Stock on January 29, 2025, in the Issuer's public offering, at the public offering price of $12.00 per share. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | See Items 7-11 and 13 of the cover page above and Item 3. |
| (b) | See Items 7-11 and 13 of the cover page above and Item 3. |
| (c) | Other than as discussed in Item 3 of this Amendment No. 1, the Reporting Person has not acquired any shares of the Issuer's Common Stock since the filing of the Schedule 13D. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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