SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Levinson Sam

(Last)

(First)

(Middle)

4611 TWELFTH AVENUE

(Street)

BROOKLYN

11219

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/09/2017

3. Issuer Name and Ticker or Trading Symbol
Clipper Realty Inc. [ CLPR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	991,598	I	By Trapeze Inc., a Delaware corporation
Common Stock	61,482	I	By Trapeze D Holdings LLC, a Delaware limited liability company
Common Stock	66,335	I	By ECL Holdings LLC, a Delaware limited liability company
Special Voting Stock⁽¹⁾	4,464,692	I	By Trapeze Inc., a Delaware corporation
Special Voting Stock⁽¹⁾	1,362,039	I	By Trapeze D Holdings LLC, a Delaware limited liability company
Special Voting Stock⁽¹⁾	1,469,548	I	By ECL Holdings LLC, a Delaware limited liability company

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B LLC Units⁽¹⁾	⁽¹⁾	⁽¹⁾	Common Stock	4,464,692	$0	I	By Trapeze Inc., a Delaware corporation
Class B LLC Units⁽¹⁾	⁽¹⁾	⁽¹⁾	Common Stock	1,362,039	$0	I	By Trapeze D Holdings LLC, a Delaware limited liability company
Class B LLC Units⁽¹⁾	⁽¹⁾	⁽¹⁾	Common Stock	1,469,548	$0	I	By ECL Holdings LLC, a Delaware limited liability company
Long Term Incentive Plan Units⁽²⁾	03/15/2016	⁽²⁾	Common Stock	9,916	$0	D
Long Term Incentive Plan Units⁽²⁾	09/30/2016	⁽²⁾	Common Stock	2,778	$0	D
Long Term Incentive Plan Units⁽²⁾	12/31/2016	⁽²⁾	Common Stock	2,778	$0	D
Long Term Incentive Plan Units⁽²⁾	01/02/2018	⁽²⁾	Common Stock	100,000	$0	D

Explanation of Responses:

1. 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.

2. 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.

	/s/ Sam Levinson	02/08/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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