UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

(Amendment No. 3)

Under the Securities Exchange Act of 1934

Cedar Realty Trust, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

150602209

(CUSIP Number)

Eric Shahinian

Camac Partners, LLC

350 Park Avenue, 13th Floor

New York, NY 10022

914-629-8496

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

04/28/2021

(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 Rule 13d-7 for other parties to whom copies are to be sent.

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).

^* Percentage calculated based on 13,569,329 shares of common stock, par value $0.06 per share, outstanding as of February 1, 2021, as reported in the Form 10-K for the year ended December 31, 2020, of Cedar Realty Trust, Inc.

* Percentage calculated based on 13,569,329 shares of common stock, par value $0.06 per share, outstanding as of February 1, 2021, as reported in the Form 10-K for the year ended December 31, 2020, of Cedar Realty Trust, Inc.

* Percentage calculated based on 13,569,329 shares of common stock, par value $0.06 per share, outstanding as of February 1, 2021, as reported in the Form 10-K for the year ended December 31, 2020, of Cedar Realty Trust, Inc.

* Percentage calculated based on 13,569,329 shares of common stock, par value $0.06 per share, outstanding as of February 1, 2021, as reported in the Form 10-K for the year ended December 31, 2020, of Cedar Realty Trust, Inc.

* Percentage calculated based on 13,569,329 shares of common stock, par value $0.06 per share, outstanding as of February 1, 2021, as reported in the Form 10-K for the year ended December 31, 2020, of Cedar Realty Trust, Inc.

* Percentage calculated based on 13,569,329 shares of common stock, par value $0.06 per share, outstanding as of February 1, 2021, as reported in the Form 10-K for the year ended December 31, 2020, of Cedar Realty Trust, Inc.

* Percentage calculated based on 13,569,329 shares of common stock, par value $0.06 per share, outstanding as of February 1, 2021, as reported in the Form 10-K for the year ended December 31, 2020, of Cedar Realty Trust, Inc.

* Percentage calculated based on 13,569,329 shares of common stock, par value $0.06 per share, outstanding as of February 1, 2021, as reported in the Form 10-K for the year ended December 31, 2020, of Cedar Realty Trust, Inc.

* Percentage calculated based on 13,569,329 shares of common stock, par value $0.06 per share, outstanding as of February 1, 2021, as reported in the Form 10-K for the year ended December 31, 2020, of Cedar Realty Trust, Inc.

* Percentage calculated based on 13,569,329 shares of common stock, par value $0.06 per share, outstanding as of February 1, 2021, as reported in the Form 10-K for the year ended December 31, 2020, of Cedar Realty Trust, Inc.

* Percentage calculated based on 13,569,329 shares of common stock, par value $0.06 per share, outstanding as of February 1, 2021, as reported in the Form 10-K for the year ended December 31, 2020, of Cedar Realty Trust, Inc.

EXPLANATORY NOTE

This Amendment No. 3 (this “Amendment”) amends and supplements the Schedule 13D filed on November 9, 2020, as amended on February 2, 2021, and March 2, 2021 (the “Schedule 13D”), by the Reporting Persons relating to the common stock, par value $0.06 per share (the “Common Stock”), of Cedar Realty Trust, Inc. (the “Issuer”). Information reported in the Schedule 13D remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment. Capitalized terms used but not defined in this Amendment have the respective meanings set forth in the Schedule 13D.

Item 2. Identity and Background

Item 2 is amended and restated as follows:

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Camac Partners, Camac Capital, Camac Fund, Camac Fund II and Mr. Shahinian are referred to collectively as “Camac.”

In connection with the Cooperation Agreement (as defined in Item 4), Ms. Stern and Messrs. Jennings, Katz, Ray, Ross and Stevenson are no longer members of a “group” and will cease to be Reporting Persons immediately after the filing of this Amendment. The remaining Reporting Persons will continue filing statements on Schedule 13D with respect to their beneficial ownership of securities of the Issuer to the extent required by applicable law. Each of the remaining Reporting Persons is party to the Joint Filing Agreement, as further described in Item 4.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 is amended and restated as follows:

The shares of Common Stock purchased by Camac Fund and Camac Fund II were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 806,216 shares of Common Stock beneficially owned by Camac Fund and Camac Fund II is approximately $5,932,811, including brokerage commissions. The aggregate purchase price of the 45,454 shares of Common Stock beneficially owned by Mr. Stevenson is approximately $279,761, including brokerage commissions.

Item 4. Purpose of Transaction

Item 4 is amended to add the following:

On April 28, 2021, the Issuer entered into a Cooperation Agreement (the “Cooperation Agreement”) with Camac Partners, Camac Capital, Camac Fund and Mr. Shahinian (collectively, the “Camac Investor Group”) and Mr. Ross and Ms. Stern.

Effective upon the execution and delivery of the Cooperation Agreement, Camac Fund withdrew its Nomination Notice . Effective upon execution and delivery of the Cooperation Agreement, the Board expanded the size of the Board from seven members to ten members, and appointed Mr. Ross and Ms. Stern to the Board for terms expiring at the Annual Meeting.

Mr. Ross will serve on the Nominating and Corporate Governance and Audit Committees of the Board and Ms. Stern will serve on the Compensation and Audit Committees of the Board.

During the term of the Cooperation Agreement and subject to specified ongoing share ownership thresholds, the Camac Investor Group will be entitled to designate a replacement independent director in the event that Mr. Ross or Ms. Stern resigns or no longer serves as a director of the Issuer for any reason, subject to approval of any replacement independent director by the Nominating and Corporate Governance Committee of the Board.

In addition, during the term of the Cooperation Agreement, the Camac Investor Group will be subject to customary standstill restrictions, including with respect to acquiring, or controlling, beneficial ownership of more than 9.9% of the outstanding Common Stock, nominating or recommending for nomination any persons for election to the Board (except as expressly permitted by the Cooperation Agreement), submitting any proposal for consideration at any stockholder meeting and soliciting any proxy, consent or other authority to vote from stockholders or conducting any other referendum (including any “withhold,” “vote no” or similar campaign).

During the term of the Cooperation Agreement, the Camac Investor Group has agreed to vote all of their respective shares of the Common Stock at all annual and special meetings and any consent solicitations of the Issuer’s stockholders in accordance with the Board’s recommendations, subject to certain exceptions relating to extraordinary transactions and the recommendations of independent proxy advisory firms.

The Cooperation Agreement contains customary litigation, indemnification and non-disparagement provisions, and will terminate 30 days prior to the director nomination deadline for the Issuer’s 2022 annual meeting of stockholders, subject to certain exceptions.

The foregoing description of the Cooperation Agreement is not complete and is qualified in its entirety by reference to the Cooperation Agreement, which is attached as Exhibit 5 and is incorporated into this Item 4 by reference.

On April 28, 2021, the Issuer issued a press release concerning the Cooperation Agreement. The press release is attached as Exhibit 6 and is incorporated into this Item 4 by reference.

On April 30, 2021, the Joint Filing and Solicitation Agreement was terminated and the applicable Reporting Persons entered into a Joint Filing Agreement in which such Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. A copy of this agreement is attached as Exhibit 7 and is incorporated in this Item 4 by reference.

Item 5. Interest in Securities of the Issuer

Item 5 is amended and restated as follows:

(a) and (b) The responses of the Reporting Persons to rows 7, 8, 9, 10, 11 and 13 on the cover pages of this Statement are incorporated by reference. As of 4:00 p.m., Eastern time, on April 30, 2021, (1) Camac beneficially owned 806,216 shares of Common Stock, representing approximately 5.9% of the outstanding shares of Common Stock; (2) Mr. Stevenson beneficially owned 45,454 shares of Common Stock, representing approximately 0.3% of the outstanding shares of Common Stock; and (3) no other Reporting Person beneficially owned shares of Common Stock.

Camac Capital, as the general partner of Camac Fund and Camac Fund II, may be deemed to have the power to direct the voting and disposition of the shares of Common Stock beneficially owned by Camac Fund and Camac Fund II, and may be deemed to be the indirect beneficial owner of such shares. Camac Capital disclaims beneficial ownership of such shares for all other purposes.

Camac Partners, as the investment manager of Camac Fund and Camac Fund II, may be deemed to have the power to direct the voting and disposition of the shares of Common Stock beneficially owned by Camac Fund and Camac Fund II, and may be deemed to be the indirect beneficial owner of such shares. Camac Partners disclaims beneficial ownership of such shares for all other purposes.

Mr. Shahinian, as the managing member of Camac Partners, may be deemed to have the power to direct the voting and disposition of the shares of Common Stock beneficially owned by Camac Fund and Camac Fund II, and may be deemed to be the indirect beneficial owner of such shares. Mr. Shahinian disclaims beneficial ownership of such shares for all other purposes.

To the knowledge of each of the Reporting Persons, other than as set forth above, none of the persons named in Item 2 is the beneficial owner of any shares of Common Stock.

(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

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: April 30, 2021

SCHEDULE A

Transactions in the Shares by the Reporting Persons During the Past 60 Days

The following table sets forth all transactions with respect to the Common Stock effected in the last 60 days by or on behalf of the Reporting Persons, inclusive of any transactions effected through 4:00 p.m., Eastern time, on April 30, 2021. Unless otherwise indicated, all such transactions were effected in the open market.