CEDAR REALTY TRUST, INC. — Director's Dealing 2018

Jun 18, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CEDAR REALTY TRUST, INC. (CDR)
CIK: 0000761648
Period of Report: 2018-06-15

Reporting Person: Schanzer Bruce J (Director, Pres. & Chief Exec. Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-06-15	Common Stock	D	1250000	$0.00	Disposed	1383593	Direct
2018-06-15	Common Stock	A	750000	$0.00	Acquired	2133593	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-06-15	Restricted Stock Units	$	A	1500000	Acquired		Common Stock (1500000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	37664	Indirect

Footnotes

F1: Represents the forfeiture of performance-based restricted stock awards previously granted to the Reporting Person on each of June 15, 2011 (125,000 shares), January 3, 2012 (125,000 shares) and June 15, 2012 (1,000,000 shares).

F2: Represents shares of restricted stock granted to the Reporting Person under the Issuer's 2017 Stock Incentive Plan in connection with the entering into of the Amended and Restated Employment Agreement between the Issuer and the Reporting Person effective as of June 15, 2018 (the "Amended and Restated Employment Agreement"). Such shares of restricted stock will vest on the 5th anniversary of the grant date, provided that the Reporting Person remains continuously employed for the entire vesting period through such 5th anniversary.

F3: These shares are owned by the reporting person as custodian for his four children under the Uniform Gifts to Minors Act. The reporting person disclaims beneficial ownership of these shares.

F4: Each restricted stock unit represents a contingent right to receive one share of CDR common stock.

F5: Represents shares of performance-based restricted stock units granted to the Reporting Person under the Issuer's 2017 Stock Incentive Plan in connection with the entering into of the Amended and Restated Employment Agreement. The restricted stock units will vest, if at all, based on the Issuer's average total shareholder return over a 5 year performance period, with the ability to earn up on 50% of the units after a 3-year period, as more fully described in the Amended and Restated Employment Agreement.