1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Camac Partners, LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
AF
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
985,627
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
985,627
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
985,627
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
7.2%*
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
* |
Percentage calculated based on 13,640,374 shares of common stock, par value $0.06 per share, outstanding as of April 29, 2022, as reported in
the Form 10-Q for the quarter ended March 31, 2022, of Cedar Realty Trust, Inc.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Camac Capital, LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
AF
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
|||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
985,627
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
985,627
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
985,627
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
7.2%*
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
*
|
Percentagecalculated based on 13,640,374 shares of common stock, par value $0.06 per share, outstanding as of April 29, 2022, as reported in
the Form 10-Q for the quarter ended March 31, 2022, of Cedar Realty Trust, Inc.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Camac Fund, LP
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
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
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
625,767
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
625,767
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
625,767
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
4.6%*
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
*
|
Percentagecalculated based on 13,640,374 shares of common stock, par value $0.06 per share, outstanding as of April 29, 2022, as reported in
the Form 10-Q for the quarter ended March 31, 2022, of Cedar Realty Trust, Inc.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Eric Shahinian
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
AF
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
United States
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
985,627
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
985,627
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
985,627
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
7.2%*
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN
|
|
|
|||
|
|
*
|
Percentage calculated based on 13,640,374 shares of common stock, par value $0.06 per share, outstanding as of April 29, 2022, as reported in the
Form 10-Q for the quarter ended March 31, 2022, of Cedar Realty Trust, Inc.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Camac Fund II, LP
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
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
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
359,860
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
359,860
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
359,860
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
2.6%*
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
* |
Percentage calculated based on 13,640,374 shares of common stock, par value $0.06 per share, outstanding as of April 29, 2022,
as reported in the Form 10-Q for the quarter ended March 31, 2022, of Cedar Realty Trust, Inc.
|
Item 2. |
Identity and Background
|
(a)
|
This Statement is filed by:
|
(i)
|
Camac Partners, LLC, a Delaware limited liability company (“Camac Partners”), who serves as the investment manager of Camac Fund (as defined below) and Camac Fund II (as defined below);
|
(ii)
|
Camac Capital, LLC, a Delaware limited liability company (“Camac Capital”), who serves as the general partner of Camac Fund and Camac Fund II;
|
(iii)
|
Camac Fund, LP, a Delaware limited partnership (“Camac Fund”);
|
(iv)
|
Camac Fund II, LP, a Delaware limited partnership (“Camac Fund II”);
|
(v)
|
Eric Shahinian, as the managing member of Camac Partners and Camac Capital;
|
(b)
|
The address of the principal office of Camac Partners, Camac Capital, Camac Fund, Camac Fund II and Mr. Shahinian is c/o Camac Partners, LLC, 350 Park Avenue, 13th Floor, New York, NY
10022.
|
(c)
|
The principal business of each of Camac Fund and Camac Fund II is investing in securities. Camac Partners is the investment manager of Camac Fund and Camac Fund II. Camac Capital is the
general partner of Camac Fund, Camac Fund II and Camac Partners. The principal occupation of Mr. Shahinian is serving as the manager of Camac Capital and the managing member of Camac Partners.
|
(d)
|
During the last five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
|
(e)
|
During the last five years, none of the Reporting Persons have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
|
(f)
|
Camac Partners, Camac Capital Camac Fund, and Camac Fund II are organized under the laws of Delaware. Mr. Shahinian is a citizen of the United States of America
|
Item 3. |
Source and Amount of Funds or Other Consideration
|
Item 4. |
Purpose of Transaction
|
Item 5. |
Interest in Securities of the Issuer
|
(c) |
Except as set forth in Schedule A, none of the Reporting Persons has effected any transactions in the Common Stock in the 60 days prior to the date of this Amendment.
|
(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 of Common Stock.
|
(e) |
Not applicable.
|
Item 7. |
Material to be Filed as Exhibits
|
Exhibit 8
|
Amendment to Cooperation Agreement dated as of January 14, 2022, by and among Cedar Realty Trust, Inc., Camac Fund, LP, Camac Partners, LLC, Camac Capital, LLC, Eric Shahinian, Richard
H. Ross and Sharon (Hochfelder) Stern
|
|
Exhibit 99.1
|
Joint Filing Agreement by and among Camac Fund, LP, Camac Fund II, LP, Camac Partners, LLC, Camac Capital, LLC and Eric Shahinian filed with the Schedule 13D on November 9, 2020 and
incorporated by reference herein.
|
Camac Partners, LLC
|
|
By: Camac Capital, LLC, its general partner
|
|
By:
|
/s/ Eric Shahinian
|
Name: Eric Shahinian
|
|
Title: Managing Member of the GP
|
Camac Capital, LLC
|
|
By:
|
/s/ Eric Shahinian
|
Name: Eric Shahinian
|
|
Tittle: Managing Member
|
Camac Fund, LP
|
|
By: Camac Capital, LLC, its general partner
|
|
By:
|
/s/ Eric Shahinian
|
Name: Eric Shahinian
|
|
Title: Managing Member of the GP
|
Camac Fund II, LP
|
|
By: Camac Capital, LLC, its general partner
|
|
By:
|
/s/ Eric Shahinian
|
Name: Eric Shahinian
|
|
Title: Managing Member of the GP
|
Eric Shahinian
|
/s/ Eric Shahinian
|
Individually
|
Date of
Sale
|
Shares of Common Stock
Purchased
|
Price Per
Share ($)
|
CAMAC FUND, LP
|
||
5/16/2022
|
7,918
|
26.46
|
6/24/2022
|
37,500
|
28.55
|
6/27/2022
|
50,000
|
28.63
|
CAMAC FUND II, LP
|
||
5/16/2022
|
6,079
|
26.46
|
6/02/2022
|
3,981
|
27.00
|
6/07/2022
|
11,270
|
26.05
|
6/21/2022
|
8,174
|
27.00
|
6/23/2022
|
46,797
|
27.93
|
6/24/2022
|
37,500
|
28.55
|
6/27/2022
|
80,000
|
28.63
|