Amended Statement of Beneficial Ownership (sc 13d/a)
12 Juli 2022 - 11:19PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 3)1
Cedar Realty Trust, Inc.
(Name
of Issuer)
Common Stock, $0.06 par value
(Title of Class of Securities)
150602605
(CUSIP Number)
EWING MORRIS & CO. INVESTMENT PARTNERS LTD.
1407 Yonge Street, Suite 500
Toronto, Ontario M4T 1Y7
with a copy to:
ANDREW FREEDMAN, ESQ.
OLSHAN FROME WOLOSKY LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices
and Communications)
July 8, 2022
(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 ¨.
Note: Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
§ 240.13d-7 for other parties to whom copies are to be sent.
1
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.
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).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
1 |
|
NAME OF REPORTING PERSON |
|
| |
|
|
|
|
| |
|
|
|
EWING MORRIS-RE LP |
|
| |
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
| |
|
|
|
(b) ☐ |
| |
|
|
|
|
|
| |
3 |
|
SEC USE ONLY |
|
|
| |
|
|
|
|
|
| |
|
|
|
|
|
|
| |
4 |
|
SOURCE OF FUNDS |
|
| |
|
|
|
|
| |
|
|
|
WC |
|
| |
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
| |
|
|
|
|
| |
|
|
|
|
|
| |
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
| |
|
|
|
|
| |
|
|
|
CANADA |
|
| NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
| SHARES |
|
|
|
|
|
| BENEFICIALLY |
|
|
|
|
- 0 - |
|
| OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
| EACH |
|
|
|
|
|
| REPORTING |
|
|
|
|
- 0 - |
|
| PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
| |
|
|
|
|
|
| |
|
|
|
|
- 0 - |
|
| |
|
10 |
|
SHARED DISPOSITIVE POWER |
|
| |
|
|
|
|
|
| |
|
|
|
|
- 0 - |
|
| |
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
| |
|
|
|
|
| |
|
|
|
- 0 - |
|
| |
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
| |
|
|
|
|
| |
|
|
|
|
|
| |
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
| |
|
|
|
|
| |
|
|
|
0% |
|
| |
14 |
|
TYPE OF REPORTING PERSON |
|
| |
|
|
|
|
| |
|
|
|
PN |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
1 |
|
NAME OF REPORTING PERSON |
|
| |
|
|
|
|
| |
|
|
|
EWING MORRIS-RE GP INC. |
|
| |
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
| |
|
|
|
(b) ☐ |
| |
|
|
|
|
|
| |
3 |
|
SEC USE ONLY |
|
|
| |
|
|
|
|
|
| |
|
|
|
|
|
|
| |
4 |
|
SOURCE OF FUNDS |
|
| |
|
|
|
|
| |
|
|
|
OO |
|
| |
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
| |
|
|
|
|
| |
|
|
|
|
|
| |
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
| |
|
|
|
|
| |
|
|
|
CANADA |
|
| NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
| SHARES |
|
|
|
|
|
| BENEFICIALLY |
|
|
|
|
- 0 - |
|
| OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
| EACH |
|
|
|
|
|
| REPORTING |
|
|
|
|
- 0 - |
|
| PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
| |
|
|
|
|
|
| |
|
|
|
|
- 0 - |
|
| |
|
10 |
|
SHARED DISPOSITIVE POWER |
|
| |
|
|
|
|
|
| |
|
|
|
|
- 0 - |
|
| |
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
| |
|
|
|
|
| |
|
|
|
- 0 - |
|
| |
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
| |
|
|
|
|
| |
|
|
|
|
|
| |
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
| |
|
|
|
|
| |
|
|
|
0% |
|
| |
14 |
|
TYPE OF REPORTING PERSON |
|
| |
|
|
|
|
| |
|
|
|
CO |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
1 |
|
NAME OF REPORTING PERSON |
|
| |
|
|
|
|
| |
|
|
|
EWING MORRIS OPPORTUNITIES FUND LP |
|
| |
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
| |
|
|
|
(b) ☐ |
| |
|
|
|
|
|
| |
3 |
|
SEC USE ONLY |
|
|
| |
|
|
|
|
|
| |
|
|
|
|
|
|
| |
4 |
|
SOURCE OF FUNDS |
|
| |
|
|
|
|
| |
|
|
|
WC |
|
| |
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
| |
|
|
|
|
| |
|
|
|
|
|
| |
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
| |
|
|
|
|
| |
|
|
|
CANADA |
|
| NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
| SHARES |
|
|
|
|
|
| BENEFICIALLY |
|
|
|
|
- 0 - |
|
| OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
| EACH |
|
|
|
|
|
| REPORTING |
|
|
|
|
- 0 - |
|
| PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
| |
|
|
|
|
|
| |
|
|
|
|
- 0 - |
|
| |
|
10 |
|
SHARED DISPOSITIVE POWER |
|
| |
|
|
|
|
|
| |
|
|
|
|
- 0 - |
|
| |
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
| |
|
|
|
|
| |
|
|
|
- 0 - |
|
| |
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
| |
|
|
|
|
| |
|
|
|
|
|
| |
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
| |
|
|
|
|
| |
|
|
|
0% |
|
| |
14 |
|
TYPE OF REPORTING PERSON |
|
| |
|
|
|
|
| |
|
|
|
PN |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
1 |
|
NAME OF REPORTING PERSON |
|
| |
|
|
|
|
| |
|
|
|
EWING MORRIS OPPORTUNITIES GENPAR LTD. |
|
| |
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
| |
|
|
|
(b) ☐ |
| |
|
|
|
|
|
| |
3 |
|
SEC USE ONLY |
|
|
| |
|
|
|
|
|
| |
|
|
|
|
|
|
| |
4 |
|
SOURCE OF FUNDS |
|
| |
|
|
|
|
| |
|
|
|
OO |
|
| |
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
| |
|
|
|
|
| |
|
|
|
|
|
| |
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
| |
|
|
|
|
| |
|
|
|
CANADA |
|
| NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
| SHARES |
|
|
|
|
|
| BENEFICIALLY |
|
|
|
|
- 0 - |
|
| OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
| EACH |
|
|
|
|
|
| REPORTING |
|
|
|
|
- 0 - |
|
| PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
| |
|
|
|
|
|
| |
|
|
|
|
- 0 - |
|
| |
|
10 |
|
SHARED DISPOSITIVE POWER |
|
| |
|
|
|
|
|
| |
|
|
|
|
- 0 - |
|
| |
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
| |
|
|
|
|
| |
|
|
|
- 0 - |
|
| |
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
| |
|
|
|
|
| |
|
|
|
|
|
| |
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
| |
|
|
|
|
| |
|
|
|
0% |
|
| |
14 |
|
TYPE OF REPORTING PERSON |
|
| |
|
|
|
|
| |
|
|
|
CO |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
1 |
|
NAME OF REPORTING PERSON |
|
| |
|
|
|
|
| |
|
|
|
EWING MORRIS SMALL CAP FUND LP |
|
| |
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
| |
|
|
|
(b) ☐ |
| |
|
|
|
|
|
| |
3 |
|
SEC USE ONLY |
|
|
| |
|
|
|
|
|
| |
|
|
|
|
|
|
| |
4 |
|
SOURCE OF FUNDS |
|
| |
|
|
|
|
| |
|
|
|
WC |
|
| |
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
| |
|
|
|
|
| |
|
|
|
|
|
| |
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
| |
|
|
|
|
| |
|
|
|
CANADA |
|
| NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
| SHARES |
|
|
|
|
|
| BENEFICIALLY |
|
|
|
|
- 0 - |
|
| OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
| EACH |
|
|
|
|
|
| REPORTING |
|
|
|
|
- 0 - |
|
| PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
| |
|
|
|
|
|
| |
|
|
|
|
- 0 - |
|
| |
|
10 |
|
SHARED DISPOSITIVE POWER |
|
| |
|
|
|
|
|
| |
|
|
|
|
- 0 - |
|
| |
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
| |
|
|
|
|
| |
|
|
|
- 0 - |
|
| |
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
| |
|
|
|
|
| |
|
|
|
|
|
| |
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
| |
|
|
|
|
| |
|
|
|
0% |
|
| |
14 |
|
TYPE OF REPORTING PERSON |
|
| |
|
|
|
|
| |
|
|
|
PN |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
1 |
|
NAME OF REPORTING PERSON |
|
| |
|
|
|
|
| |
|
|
|
EWING MORRIS SMALL CAP GENPAR LTD. |
|
| |
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
| |
|
|
|
(b) ☐ |
| |
|
|
|
|
|
| |
3 |
|
SEC USE ONLY |
|
|
| |
|
|
|
|
|
| |
|
|
|
|
|
|
| |
4 |
|
SOURCE OF FUNDS |
|
| |
|
|
|
|
| |
|
|
|
OO |
|
| |
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
| |
|
|
|
|
| |
|
|
|
|
|
| |
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
| |
|
|
|
|
| |
|
|
|
CANADA |
|
| NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
| SHARES |
|
|
|
|
|
| BENEFICIALLY |
|
|
|
|
- 0 - |
|
| OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
| EACH |
|
|
|
|
|
| REPORTING |
|
|
|
|
- 0 - |
|
| PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
| |
|
|
|
|
|
| |
|
|
|
|
- 0 - |
|
| |
|
10 |
|
SHARED DISPOSITIVE POWER |
|
| |
|
|
|
|
|
| |
|
|
|
|
- 0 - |
|
| |
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
| |
|
|
|
|
| |
|
|
|
- 0 - |
|
| |
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
| |
|
|
|
|
| |
|
|
|
|
|
| |
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
| |
|
|
|
|
| |
|
|
|
0% |
|
| |
14 |
|
TYPE OF REPORTING PERSON |
|
| |
|
|
|
|
| |
|
|
|
CO |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
1 |
|
NAME OF REPORTING PERSON |
|
| |
|
|
|
|
| |
|
|
|
BROADVIEW DARK HORSE LP |
|
| |
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
| |
|
|
|
(b) ☐ |
| |
|
|
|
|
|
| |
3 |
|
SEC USE ONLY |
|
|
| |
|
|
|
|
|
| |
|
|
|
|
|
|
| |
4 |
|
SOURCE OF FUNDS |
|
| |
|
|
|
|
| |
|
|
|
WC |
|
| |
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
| |
|
|
|
|
| |
|
|
|
|
|
| |
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
| |
|
|
|
|
| |
|
|
|
CANADA |
|
| NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
| SHARES |
|
|
|
|
|
| BENEFICIALLY |
|
|
|
|
- 0 - |
|
| OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
| EACH |
|
|
|
|
|
| REPORTING |
|
|
|
|
- 0 - |
|
| PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
| |
|
|
|
|
|
| |
|
|
|
|
- 0 - |
|
| |
|
10 |
|
SHARED DISPOSITIVE POWER |
|
| |
|
|
|
|
|
| |
|
|
|
|
- 0 - |
|
| |
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
| |
|
|
|
|
| |
|
|
|
- 0 - |
|
| |
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
| |
|
|
|
|
| |
|
|
|
|
|
| |
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
| |
|
|
|
|
| |
|
|
|
0% |
|
| |
14 |
|
TYPE OF REPORTING PERSON |
|
| |
|
|
|
|
| |
|
|
|
PN |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
1 |
|
NAME OF REPORTING PERSON |
|
| |
|
|
|
|
| |
|
|
|
BROADVIEW DARK HORSE GP INC. |
|
| |
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
| |
|
|
|
(b) ☐ |
| |
|
|
|
|
|
| |
3 |
|
SEC USE ONLY |
|
|
| |
|
|
|
|
|
| |
|
|
|
|
|
|
| |
4 |
|
SOURCE OF FUNDS |
|
| |
|
|
|
|
| |
|
|
|
OO |
|
| |
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
| |
|
|
|
|
| |
|
|
|
|
|
| |
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
| |
|
|
|
|
| |
|
|
|
CANADA |
|
| NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
| SHARES |
|
|
|
|
|
| BENEFICIALLY |
|
|
|
|
- 0 - |
|
| OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
| EACH |
|
|
|
|
|
| REPORTING |
|
|
|
|
- 0 - |
|
| PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
| |
|
|
|
|
|
| |
|
|
|
|
- 0 - |
|
| |
|
10 |
|
SHARED DISPOSITIVE POWER |
|
| |
|
|
|
|
|
| |
|
|
|
|
- 0 - |
|
| |
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
| |
|
|
|
|
| |
|
|
|
- 0 - |
|
| |
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
| |
|
|
|
|
| |
|
|
|
|
|
| |
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
| |
|
|
|
|
| |
|
|
|
0% |
|
| |
14 |
|
TYPE OF REPORTING PERSON |
|
| |
|
|
|
|
| |
|
|
|
CO |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
1 |
|
NAME OF REPORTING PERSON |
|
| |
|
|
|
|
| |
|
|
|
EWING MORRIS GENPAR HOLDINGS LTD. |
|
| |
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
| |
|
|
|
(b) ☐ |
| |
|
|
|
|
|
| |
3 |
|
SEC USE ONLY |
|
|
| |
|
|
|
|
|
| |
|
|
|
|
|
|
| |
4 |
|
SOURCE OF FUNDS |
|
| |
|
|
|
|
| |
|
|
|
OO |
|
| |
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
| |
|
|
|
|
| |
|
|
|
|
|
| |
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
| |
|
|
|
|
| |
|
|
|
CANADA |
|
| NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
| SHARES |
|
|
|
|
|
| BENEFICIALLY |
|
|
|
|
- 0 - |
|
| OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
| EACH |
|
|
|
|
|
| REPORTING |
|
|
|
|
- 0 - |
|
| PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
| |
|
|
|
|
|
| |
|
|
|
|
- 0 - |
|
| |
|
10 |
|
SHARED DISPOSITIVE POWER |
|
| |
|
|
|
|
|
| |
|
|
|
|
- 0 - |
|
| |
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
| |
|
|
|
|
| |
|
|
|
- 0 - |
|
| |
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
| |
|
|
|
|
| |
|
|
|
|
|
| |
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
| |
|
|
|
|
| |
|
|
|
0% |
|
| |
14 |
|
TYPE OF REPORTING PERSON |
|
| |
|
|
|
|
| |
|
|
|
CO |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
1 |
|
NAME OF REPORTING PERSON |
|
| |
|
|
|
|
| |
|
|
|
EWING MORRIS & CO. INVESTMENT PARTNERS LTD. |
|
| |
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
| |
|
|
|
(b) ☐ |
| |
|
|
|
|
|
| |
3 |
|
SEC USE ONLY |
|
|
| |
|
|
|
|
|
| |
|
|
|
|
|
|
| |
4 |
|
SOURCE OF FUNDS |
|
| |
|
|
|
|
| |
|
|
|
OO |
|
| |
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
| |
|
|
|
|
| |
|
|
|
|
|
| |
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
| |
|
|
|
|
| |
|
|
|
CANADA |
|
| NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
| SHARES |
|
|
|
|
|
| BENEFICIALLY |
|
|
|
|
- 0 - |
|
| OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
| EACH |
|
|
|
|
|
| REPORTING |
|
|
|
|
- 0 - |
|
| PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
| |
|
|
|
|
|
| |
|
|
|
|
- 0 - |
|
| |
|
10 |
|
SHARED DISPOSITIVE POWER |
|
| |
|
|
|
|
|
| |
|
|
|
|
- 0 - |
|
| |
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
| |
|
|
|
|
| |
|
|
|
- 0 - |
|
| |
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
| |
|
|
|
|
| |
|
|
|
|
|
| |
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
| |
|
|
|
|
| |
|
|
|
0% |
|
| |
14 |
|
TYPE OF REPORTING PERSON |
|
| |
|
|
|
|
| |
|
|
|
CO |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
1 |
|
NAME OF REPORTING PERSON |
|
| |
|
|
|
|
| |
|
|
|
JOHN EWING |
|
| |
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
| |
|
|
|
(b) ☐ |
| |
|
|
|
|
|
| |
3 |
|
SEC USE ONLY |
|
|
| |
|
|
|
|
|
| |
|
|
|
|
|
|
| |
4 |
|
SOURCE OF FUNDS |
|
| |
|
|
|
|
| |
|
|
|
OO |
|
| |
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
| |
|
|
|
|
| |
|
|
|
|
|
| |
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
| |
|
|
|
|
| |
|
|
|
CANADA |
|
| NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
| SHARES |
|
|
|
|
|
| BENEFICIALLY |
|
|
|
|
- 0 - |
|
| OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
| EACH |
|
|
|
|
|
| REPORTING |
|
|
|
|
- 0 - |
|
| PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
| |
|
|
|
|
|
| |
|
|
|
|
- 0 - |
|
| |
|
10 |
|
SHARED DISPOSITIVE POWER |
|
| |
|
|
|
|
|
| |
|
|
|
|
- 0 - |
|
| |
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
| |
|
|
|
|
| |
|
|
|
- 0 - |
|
| |
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
| |
|
|
|
|
| |
|
|
|
|
|
| |
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
| |
|
|
|
|
| |
|
|
|
0% |
|
| |
14 |
|
TYPE OF REPORTING PERSON |
|
| |
|
|
|
|
| |
|
|
|
IN |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
1 |
|
NAME OF REPORTING PERSON |
|
| |
|
|
|
|
| |
|
|
|
DARCY MORRIS |
|
| |
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
| |
|
|
|
(b) ☐ |
| |
|
|
|
|
|
| |
3 |
|
SEC USE ONLY |
|
|
| |
|
|
|
|
|
| |
|
|
|
|
|
|
| |
4 |
|
SOURCE OF FUNDS |
|
| |
|
|
|
|
| |
|
|
|
OO |
|
| |
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
| |
|
|
|
|
| |
|
|
|
|
|
| |
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
| |
|
|
|
|
| |
|
|
|
CANADA |
|
| NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
| SHARES |
|
|
|
|
|
| BENEFICIALLY |
|
|
|
|
2,493 |
|
| OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
| EACH |
|
|
|
|
|
| REPORTING |
|
|
|
|
- 0 - |
|
| PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
| |
|
|
|
|
|
| |
|
|
|
|
2,493 |
|
| |
|
10 |
|
SHARED DISPOSITIVE POWER |
|
| |
|
|
|
|
|
| |
|
|
|
|
- 0 - |
|
| |
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
| |
|
|
|
|
| |
|
|
|
2,493 |
|
| |
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
| |
|
|
|
|
| |
|
|
|
|
|
| |
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
| |
|
|
|
|
| |
|
|
|
Less than 1% |
|
| |
14 |
|
TYPE OF REPORTING PERSON |
|
| |
|
|
|
|
| |
|
|
|
IN |
|
The following constitutes
Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 amends the Schedule
13D as specifically set forth herein.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended
and restated to read as follows:
As of the date hereof, none
of the Reporting Persons (other than Mr. Morris) beneficially own any Shares and no Shares are held in the Ewing Morris Accounts.
The 2,493 Shares directly
beneficially owned by Mr. Morris represent Shares that were granted to Mr. Morris by the Issuer in his capacity as a director of the Issuer.
| Item 5. | Interest in Securities of the Issuer. |
Item 5 is hereby amended
and restated to read as follows:
(a) – (b) The aggregate
percentage of Shares reported owned by each person named herein is based upon 13,640,374 Shares outstanding as of April 29, 2022, which
is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on May 5, 2022.
As of the date hereof, none
of the Reporting Persons (other than Mr. Morris) beneficially own any Shares and no Shares are held in the Ewing Morris Accounts, constituting
0% of the Shares outstanding.
As of the date hereof, Mr.
Morris directly beneficially owned 2,493 Shares, constituting less than 1% of the Shares outstanding. Mr. Morris has sole voting and dispositive
power over the Shares directly beneficially owned by him.
Each Reporting Person may
be deemed to be a member of a “group” with the other Reporting Persons for purposes of Section 13(d)(3) of the Exchange Act,
and such group may be deemed the beneficial owner of the Shares directly owned by each of the Reporting Persons. The filing of this Schedule
13D shall not be deemed an admission that any Reporting Person is, for purposes of Section 13(d) of the Exchange Act, the beneficial owner
of any securities of the Issuer that it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership
of the securities reported herein that it does not directly own.
| (c) | The transactions in the Shares by the Reporting Persons during the past sixty days are set forth in Schedule
B and are incorporated herein by reference. All such transactions were effected in the open market unless otherwise noted. |
| (d) | No person other than the Reporting Persons is known to have the right to receive, or the power to direct
the receipt of dividends from, or proceeds from the sale of, the Shares. |
| (e) | As of July 8, 2022, the Reporting Persons ceased to beneficially own more than 5% of the outstanding Shares
of the Issuer.
|
SIGNATURES
After reasonable inquiry
and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: July 12, 2022
| |
Ewing Morris-RE LP |
| |
|
|
| |
By: |
Ewing Morris & Co. Investment Partners Ltd.
Investment Manager |
| |
|
|
| |
By: |
/s/ Darcy Morris |
| |
|
Name: |
Darcy Morris |
| |
|
Title: |
Co-President and Chief Executive Officer |
| |
Ewing Morris-RE GP Inc. |
| |
|
|
| |
By: |
Ewing Morris GenPar Holdings Ltd.
Sole Stockholder |
| |
|
|
| |
By: |
/s/ Darcy Morris |
| |
|
Name: |
Darcy Morris |
| |
|
Title: |
Director |
| |
Ewing Morris Opportunities Fund LP |
| |
|
|
| |
By: |
Ewing Morris & Co. Investment Partners Ltd.
Investment Manager |
| |
|
|
| |
By: |
/s/ Darcy Morris |
| |
|
Name: |
Darcy Morris |
| |
|
Title: |
Co-President and Chief Executive Officer |
| |
Ewing Morris Opportunities GenPar Ltd. |
| |
|
|
| |
By: |
Ewing Morris GenPar Holdings Ltd.
Sole Stockholder |
| |
|
|
| |
By: |
/s/ Darcy Morris |
| |
|
Name: |
Darcy Morris |
| |
|
Title: |
Director |
| |
Ewing Morris Small Cap LP |
| |
|
|
| |
By: |
Ewing Morris & Co. Investment Partners Ltd.
Investment Manager |
| |
|
|
| |
By: |
/s/ Darcy Morris |
| |
|
Name: |
Darcy Morris |
| |
|
Title: |
Co-President and Chief Executive Officer |
| |
Ewing Morris Small Cap GenPar Ltd. |
| |
|
|
| |
By: |
Ewing Morris GenPar Holdings Ltd.
Sole Stockholder |
| |
|
|
| |
By: |
/s/ Darcy Morris |
| |
|
Name: |
Darcy Morris |
| |
|
Title: |
Director |
| |
Broadview Dark Horse LP |
| |
|
|
| |
By: |
Ewing Morris & Co. Investment Partners Ltd.
Investment Manager |
| |
|
|
| |
By: |
/s/ Darcy Morris |
| |
|
Name: |
Darcy Morris |
| |
|
Title: |
Co-President and Chief Executive Officer |
| |
Broadview Dark Horse GP Inc. |
| |
|
|
| |
By: |
Ewing Morris GenPar Holdings Ltd.
Sole Stockholder |
| |
|
|
| |
By: |
/s/ Darcy Morris |
| |
|
Name: |
Darcy Morris |
| |
|
Title: |
Director |
| |
Ewing Morris GenPar Holdings Ltd. |
| |
|
| |
By: |
/s/ Darcy Morris |
| |
|
Name: |
Darcy Morris |
| |
|
Title: |
Director |
| |
Ewing Morris & Co. Investment Partners Ltd. |
| |
|
|
| |
By: |
/s/ Darcy Morris |
| |
|
Name: |
Darcy Morris |
| |
|
Title: |
Co-President and Chief Executive Officer |
| |
/s/ John Ewing |
| |
JOHN EWING |
| |
/s/ Darcy Morris |
| |
DARCY MORRIS |
SCHEDULE B
Transactions in the Shares During the
Past Sixty Days
| Nature of the Transaction |
Amount of Shares
Purchased/(Sold) |
Price ($) |
Date of
Purchase/Sale |
EWING MORRIS-RE LP
| Sale of Common Stock |
(522,835) |
28.8111 |
07/08/2022 |
| Sale of Common Stock |
(56,187) |
28.7664 |
07/11/2022 |
EWING MORRIS OPPORTUNITIES FUND LP
| Sale of Common Stock |
(220,599) |
28.8111 |
07/08/2022 |
| Sale of Common Stock |
(23,707) |
28.7664 |
07/11/2022 |
EWING MORRIS SMALL CAP FUND LP
| Sale of Common Stock |
(41,644) |
28.8111 |
07/08/2022 |
| Sale of Common Stock |
(4,475) |
28.7664 |
07/11/2022 |
BROADVIEW DARK HORSE LP
| Sale of Common Stock |
(104,756) |
28.8111 |
07/08/2022 |
| Sale of Common Stock |
(11,257) |
28.7664 |
07/11/2022 |
EWING MORRIS & CO. INVESTMENT PARTNERS LTD.
(through the Ewing Morris Accounts)
| Sale of Common Stock |
(7,712) |
28.8111 |
07/08/2022 |
| Sale of Common Stock |
(36,350) |
28.8111 |
07/08/2022 |
| Sale of Common Stock |
(30,554) |
28.8111 |
07/08/2022 |
| Sale of Common Stock |
(31,769) |
28.8111 |
07/08/2022 |
| Sale of Common Stock |
(829) |
28.7664 |
07/11/2022 |
| Sale of Common Stock |
(3,906) |
28.7664 |
07/11/2022 |
| Sale of Common Stock |
(3,283) |
28.7664 |
07/11/2022 |
| Sale of Common Stock |
(3,414) |
28.7664 |
07/11/2022 |
Cedar Realty (NYSE:CDR)
Historical Stock Chart
Von Mär 2024 bis Apr 2024
Cedar Realty (NYSE:CDR)
Historical Stock Chart
Von Apr 2023 bis Apr 2024
