SEC Form SC 13D/A filed by Cedar Realty Trust Inc. (Amendment)

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).

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 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 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.

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

SCHEDULE B

Transactions in the Shares During the Past Sixty Days

EWING MORRIS-RE LP

EWING MORRIS OPPORTUNITIES FUND LP

EWING MORRIS SMALL CAP FUND LP

BROADVIEW DARK HORSE LP

EWING MORRIS & CO. INVESTMENT PARTNERS LTD.

(through the Ewing Morris Accounts)