Clipper Realty Inc. — Director's Dealing 2017

Feb 10, 2017

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Clipper Realty Inc. (CLPR)
CIK: 0001649096
Period of Report: 2017-02-09

Reporting Person: Levinson Sam (Director, 10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	991598	Indirect
Common Stock	61482	Indirect
Common Stock	66335	Indirect
Special Voting Stock	4464692	Indirect
Special Voting Stock	1362039	Indirect
Special Voting Stock	1469548	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B LLC Units	$0		Common Stock (4464692)		Indirect
Class B LLC Units	$0		Common Stock (1362039)		Indirect
Class B LLC Units	$0		Common Stock (1469548)		Indirect
Long Term Incentive Plan Units	$0		Common Stock (9916)		Direct
Long Term Incentive Plan Units	$0		Common Stock (2778)		Direct
Long Term Incentive Plan Units	$0		Common Stock (2778)		Direct
Long Term Incentive Plan Units	$0		Common Stock (100000)		Direct

Footnotes

F1: Special Voting Stock is a class of stock of the Issuer that does not share in any distribution to stockholders of the Issuer, but gives the holder thereof one vote per share on all matters on which the Issuer's holders of Common Stock vote, subject to certain exceptions. Class B LLC Units are units of certain limited liability companies that are indirect subsidiaries of the Issuer. Each Class B LLC Unit is exchangeable, together with one share of Special Voting Stock for an amount of cash equal to the fair market value of a share of Common Stock of the Issuer or, at the election of the Issuer, one share of Common Stock. The right to exchange Class B LLC Units, together with Special Voting Stock, does not have an expiration date.

F2: Represents long term incentive plan units ("LTIP Units"), a class of units of Clipper Realty L.P. (the "Operating Partnership"), a direct subsidiary of the Issuer. The LTIP Units are convertible by the reporting person, upon vesting, into an equivalent number of units of limited partnership interests ("OP Units") of the Operating Partnership. Each OP Unit is redeemable at the request of the holder for cash in an amount equal to the price of a share of Common Stock of the Issuer or, at the election of the Issuer, one share of Common Stock. The rights to convert LTIP units into OP Units and redeem OP Units do not have expiration dates.