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    SEC Form SC 13G filed by Cedar Realty Trust Inc.

    7/21/22 5:33:22 PM ET
    $CDR
    Real Estate Investment Trusts
    Real Estate
    Get the next $CDR alert in real time by email
    SC 13G 1 highfund20220720_sc13g.htm SCHEDULE 13G highfund20220720_sc13g.htm

     

    SECURITIES AND EXCHANGE COMMISSION
    Washington, DC 20549

     

    SCHEDULE 13G

    (Rule 13d-102)

     

    INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
    RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
    PURSUANT TO RULE 13d-2

     

    UNDER THE SECURITIES EXCHANGE ACT OF 1934

     

     

     

     

    Cedar Realty Trust, Inc.

    (Name of Issuer)

     

    Common Stock, par value $0.06 per share

    (Title of Class of Securities)

     

    150602605

    (CUSIP Number)

     

    July 11, 2022

    (Date of Event Which Requires Filing of this Statement)

     

     

    Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

     

     

    ☐

    Rule 13d-1(b)

     

    ☒

    Rule 13d-1(c)

     

    ☐

    Rule 13d-1(d)

     

     

     

     

    CUSIP No. 150602605

    13G

    Page 2 of 9

     

    1

    NAME OF REPORTING PERSONS

    NexPoint Event Driven Fund

    2

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

    (a) ☐

    (b) ☐

    3

    SEC USE ONLY

    4

    CITIZENSHIP OR PLACE OF ORGANIZATION

     

    Delaware

    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY
    EACH
    REPORTING
    PERSON WITH

    5

    SOLE VOTING POWER

    0

    6

    SHARED VOTING POWER

    17,169

    7

    SOLE DISPOSITIVE POWER

    0

    8

    SHARED DISPOSITIVE POWER

    17,169

    9

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

    17,169

    10

    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

    ☐

    11

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     

    0.12% (1)

    12

    TYPE OF REPORTING PERSON*

     

    OO

     

    (1)

    Calculated based on based 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 (the “Quarterly Report”).

     

     

     

     

    CUSIP No. 150602605

    13G

    Page 3 of 9

     

    1

    NAME OF REPORTING PERSONS

    NexPoint Merger Arbitrage Fund

    2

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

    (a) ☐
    (b) ☐

    3

    SEC USE ONLY

    4

    CITIZENSHIP OR PLACE OF ORGANIZATION

     

    Delaware

    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY
    EACH
    REPORTING
    PERSON WITH

    5

    SOLE VOTING POWER

     

    0

    6

    SHARED VOTING POWER

     

    869,066

    7

    SOLE DISPOSITIVE POWER

     

    0

    8

    SHARED DISPOSITIVE POWER

     

    869,066

    9

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

    869,066

    10

    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

    ☐

    11

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     

    6.37% (1)

    12

    TYPE OF REPORTING PERSON*

     

    OO

     

    (1)

    Calculated based on based 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.

     

     

     

     

    CUSIP No. 150602605

    13G

    Page 4 of 9

     

    1

    NAME OF REPORTING PERSONS

    Highland Capital Management Fund Advisors, L.P.

    2

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

    (a) ☐
    (b) ☐

    3

    SEC USE ONLY

    4

    CITIZENSHIP OR PLACE OF ORGANIZATION

     

    Delaware

    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY
    EACH
    REPORTING
    PERSON WITH

    5

    SOLE VOTING POWER

     

    0

    6

    SHARED VOTING POWER

     

    886,235

    7

    SOLE DISPOSITIVE POWER

     

    0

    8

    SHARED DISPOSITIVE POWER

     

    886,235

    9

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

    886,235

    10

    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

    ☐

    11

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     

    6.49% (1)

    12

    TYPE OF REPORTING PERSON*

     

    IA, PN

     

    (1)

    Calculated based on based 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.

     

     

     

     

    CUSIP No. 150602605

    13G

    Page 5 of 9

     

    SCHEDULE 13G/A

     

    This Schedule 13G (this “Schedule 13G”) is being filed on behalf of NexPoint Event Driven Fund, a Delaware limited partnership, NexPoint Merger Arbitrage Fund, a Delaware limited partnership and Highland Capital Management Fund Advisors, L.P., a Delaware limited partnership.

     

    Item 1(a)

    Name of Issuer.

     

     

    Cedar Realty Trust, Inc.

     

    Item 1(b)

    Address of Issuer’s Principal Executive Offices.

     

     

    928 Carmans Road

     

    Massapequa, NY 11758

     

    Item 2(a)

    Name of Person Filing.

     

     

    NexPoint Event Driven Fund

     

    NexPoint Merger Arbitrage Fund

     

    Highland Capital Management Fund Advisors, L.P

     

    Item 2(b)

    Address of Principal Business Office, or, if none, Residence.

     

     

    300 Crescent Court, Suite 700

     

    Dallas, Texas 75201

     

    Item 2(c)

    Citizenship or Place of Organization.

     

     

    NexPoint Event Driven Fund is a Delaware limited partnership.

     

    NexPoint Merger Arbitrage Fund is a Delaware limited partnership.

     

    Highland Capital Management Fund Advisors, L.P. is a Delaware limited partnership

     

    Item 2(d)

    Title of Class of Securities.

     

     

    Common Stock, par value $0.06 per share

     

    Item 2(e)

    CUSIP Number.

     

     

    150602605

     

    Item 3

    Reporting Person.

     

     

     

     

    CUSIP No. 150602605

    13G

    Page 6 of 9

     

    If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:

     

    (a)

    ☐

    Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

     

    (b)

    ☐

    Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

     

    (c)

    ☐

    Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

     

    (d)

    ☐

    Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

     

    (e)

    ☐

    An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E).

     

    (f)

    ☐

    An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).

     

    (g)

    ☐

    A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).

     

    (h)

    ☐

    A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

     

    (i)

    ☐

    A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).

     

    (j)

    ☐

    Group, in accordance with §240.13d-1(b)(1)(ii)(J).

     

    Item 4

    Ownership.

     

     

    (a)

    Amount beneficially owned:

     

       

    NexPoint Event Driven Fund: 17,169 shares

       

    NexPoint Merger Arbitrage Fund: 869,066 shares

       

    Highland Capital Management Fund Advisors, L.P: 886,235

     

     

    (b)

    Percent of Class:

     

       

    NexPoint Event Driven Fund: 0.12%

       

    NexPoint Merger Arbitrage Fund:6.37%

     

     

     

     

    CUSIP No. 150602605

    13G

    Page 7 of 9

    Highland Capital Management Fund Advisors, L.P: 6.49%

     

     

     

    (c)

    Number of shares as to which the person has:

     

     

    (i)

    Sole power to vote or to direct the vote:

     

    NexPoint Event Driven Fund: 0 shares

    NexPoint Merger Arbitrage Fund: 0 shares

    Highland Capital Management Fund Advisors, L.P: 0 shares

     

     

    (ii)

    Shared power to vote or direct the vote:

     

    NexPoint Event Driven Fund: 17,169 shares

    NexPoint Merger Arbitrage Fund: 869,066 shares

    Highland Capital Management Fund Advisors, L.P: 886,235  shares

     

     

    (iii)

    Sole power to dispose or to direct the disposition of:

     

    NexPoint Event Driven Fund: 0 shares

    NexPoint Merger Arbitrage Fund: 0 shares

    Highland Capital Management Fund Advisors, L.P: 0 shares

     

     

    (iv)

    Shared power to dispose or to direct the disposition of:

     

    NexPoint Event Driven Fund: 17,169 shares

    NexPoint Merger Arbitrage Fund: 869,066 shares

    Highland Capital Management Fund Advisors, L.P: 886,235 shares

     

    Item 5

    Ownership of Five Percent or Less of a Class.

     

     

    If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]

     

    Item 6

    Ownership of More Than Five Percent on Behalf of Another Person.

     

     

    Inapplicable.

     

     

     

     

    CUSIP No. 150602605

    13G

    Page 8 of 9

     

     

    Item 7

    Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.

     

     

    Inapplicable.

     

    Item 8

    Identification and Classification of Members of the Group.

     

     

    Inapplicable.

     

    Item 9

    Notice of Dissolution of Group.

     

     

    Inapplicable.

     

    Item 10

    Certification.

     

     

    By signing below each of the Reporting Persons certifies that, to the best of such person’s knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

     

     

     

     

    CUSIP No. 150602605

    13G

    Page 9 of 9

     

    SIGNATURE

     

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

     

     

    Date: July 21, 2022

     

     

    NEXPOINT EVENT DRIVEN FUND

         
     

    By:

     

    /s/ Stephanie Vitiello

     

    Name: Stephanie Vitiello

     

    Title: Secretary, Chief Compliance Office and Anti-Money Laundering Officer

     

     

    NEXPOINT MERGER ARBITRAGE FUND

         
     

    By:

      /s/ Stephanie Vitiello
     

    Name: Stephanie Vitiello

     

    Title: Secretary, Chief Compliance Office and Anti-Money Laundering Officer

     

     

    HIGHLAND CAPITAL MANAGEMENT FUND ADVISORS, L.P.

         
     

    By:

      /s/ Stephanie Vitiello
     

    Name: Stephanie Vitiello

     

    Title: Secretary, Chief Compliance Office and Anti-Money Laundering Officer

     

     
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