UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

DEVELOPERS DIVERSIFIED REALTY CORPORATION

(Name of Issuer)

Common Stock, par value $0.10 per share

(Title of Class of Securities)

251591103

(CUSIP Number)

Dennis O. Garris
Alston & Bird LLP
950 F Street, N.W.
Washington, DC 20004-1404

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

September 18, 2009

(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 o.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* 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).

CUSIP No. 251591103 

1	NAMES OF REPORTING PERSONS Alexander Otto
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)   þ
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS
	WC, PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Germany
		7	SOLE VOTING POWER
NUMBER OF			32,863,947*
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			32,863,947*
WITH		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	32,863,947*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	17.5%**
14	TYPE OF REPORTING PERSON
	IN

* = Includes Common Shares beneficially owned, the right to acquire Common Shares under a Stock Purchase Agreement with Warrants. See Items 4 and 5 of Amendment No. 1.

** = Based on 188,136,957 shares outstanding, the sum of (i) 161,349,653 Common Shares reported to be outstanding by the Issuer on its Form 10-Q as of August 3, 2009, (ii) 16,787,304 Common Shares issued in connection with the closing of the Second Tranche, and (iii) 10,000,000 Common Shares issuable upon the exercise of the Warrants.

Page 2 of 8 Pages

CUSIP No. 251591103 

1	NAMES OF REPORTING PERSONS Katharina Otto-Bernstein
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)   þ
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS
	WC, PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Germany
		7	SOLE VOTING POWER
NUMBER OF			13,050,908*
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			13,050,908*
WITH		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	13,050,908*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	6.9%**
14	TYPE OF REPORTING PERSON
	IN

* = Includes Common Shares beneficially owned, the right to acquire Common Shares under a Stock Purchase Agreement with Warrants. See Items 4 and 5 of Amendment No. 1.

** = Based on 188,136,957 shares outstanding, the sum of (i) 161,349,653 Common Shares reported to be outstanding by the Issuer on its Form 10-Q as of August 3, 2009, (ii) 16,787,304 Common Shares issued in connection with the closing of the Second Tranche, and (iii) 10,000,000 Common Shares issuable upon the exercise of the Warrants.

Page 3 of 8 Pages

CUSIP No. 251591103 

1	NAMES OF REPORTING PERSONS Dr. Michael Otto
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)   þ
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS
	WC, PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	þ
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Germany
		7	SOLE VOTING POWER
NUMBER OF			2,175,150*
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			2,175,150**
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			2,175,150*
WITH		10	SHARED DISPOSITIVE POWER
			2,175,150**
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,350,300*,**
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	2.3%***
14	TYPE OF REPORTING PERSON
	IN

* = Includes Common Shares beneficially owned, the right to acquire Common Shares under a Stock Purchase Agreement with Warrants. See Items 4 and 5 of Amendment No. 1.

** = Includes Common Shares over which Dr. Michael Otto has power of attorney granted by Janina Vater.

*** = Based on 188,136,957 shares outstanding, the sum of (i) 161,349,653 Common Shares reported to be outstanding by the Issuer on its Form 10-Q as of August 3, 2009, (ii) 16,787,304 Common Shares issued in connection with the closing of the Second Tranche, and (iii) 10,000,000 Common Shares issuable upon the exercise of the Warrants.

Page 4 of 8 Pages

CUSIP No. 251591103 

1	NAMES OF REPORTING PERSONS Janina Vater
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)   þ
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS
	WC, PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Germany
		7	SOLE VOTING POWER
NUMBER OF			0
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			2,175,150*
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0
WITH		10	SHARED DISPOSITIVE POWER
			2,175,150*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,175,150*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	1.2%**
14	TYPE OF REPORTING PERSON
	IN

* = Includes Common Shares beneficially owned, the right to acquire Common Shares under a Stock Purchase Agreement with Warrants. See Items 4 and 5 of Amendment No. 1.

** = Based on 188,136,957 shares outstanding, the sum of (i) 161,349,653 Common Shares reported to be outstanding by the Issuer on its Form 10-Q as of August 3, 2009, (ii) 16,787,304 Common Shares issued in connection with the closing of the Second Tranche, and (iii) 10,000,000 Common Shares issuable upon the exercise of the Warrants.

Page 5 of 8 Pages

CUSIP No. 251591103 

This Amendment No. 3 (“Amendment No. 3”) amends and supplements the statement on Schedule 13D initially filed on May 15, 2009 (the “Original Filing”), as amended by Amendment No. 1 (“Amendment No. 1”) filed on August 20, 2009, and Amendment No. 2 (“Amendment No. 2”) filed on September 14, 2009. Information reported in the Original Filing, as amended, remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment No. 3. Capitalized terms used and not defined in this Amendment No. 3 have the meanings set forth in the Original Filing, as amended.

The Schedule 13D is amended to make the following changes to Items 4, 5, 6 and 7:

Item 4. Purpose of Transaction.

Pursuant to the Stock Purchase Agreement, dated February 23, 2009, the closing of the Second Tranche occurred on September 18, 2009, whereby the Reporting Persons purchased 15,000,000 Purchased Shares at $4.00 per share and received a Warrant to purchase 5,000,000 Warrant Shares. Additionally, the Issuer issued 1,787,304 Anti-dilution Shares to the Reporting Persons at the closing of the Second Tranche.

Dr. Thomas Finne, the Reporting Persons’ designee to the Board of Directors, became a member of the Board of Directors upon closing of the Second Tranche.

Item 5. Interest in Securities of the Issuer.

(c) The Reporting Persons have not effected any transactions in the Common Shares in the past 60 days, other than the Transaction disclosed in Item 4.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of the Issuer.

The description of the Transaction set forth in Item 4 is incorporated herein by reference.

Item 7. Material to Be Filed as Exhibits.

Exhibit 1	Joint Filing Agreement, dated May 15, 2009, among Mr. Otto, Katharina Otto-Bernstein, Dr. Michael Otto and Janina Vater
Exhibit 2	Common Share Purchase Warrant, dated September 18, 2009, issued by the Issuer to Mr. Otto
Exhibit 3	Common Share Purchase Warrant, dated September 18, 2009, issued by the Issuer to Katharina Otto-Bernstein
Exhibit 4	Common Share Purchase Warrant, dated September 18, 2009, issued by the Issuer to Dr. Michael Otto
Exhibit 5	Common Share Purchase Warrant, dated September 18, 2009, issued by the Issuer to Janina Vater

Page 6 of 8 Pages

CUSIP No. 251591103 

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.

Dated: September 18, 2009

/s/ KG CURA Vermögensverwaltung G.m.b.H. & Co., by power of attorney  

By:  Dr. Thomas Finne 

For: Alexander Otto 

/s/ KG CURA Vermögensverwaltung G.m.b.H. & Co., by power of attorney  

By:  Dr. Thomas Finne 

For: Katharina Otto-Bernstein 

/s/ KG CURA Vermögensverwaltung G.m.b.H. & Co., by power of attorney  

By:  Dr. Thomas Finne 

For: Dr. Michael Otto 

/s/ KG CURA Vermögensverwaltung G.m.b.H. & Co., by power of attorney  

By:  Dr. Thomas Finne 

For: Janina Vater 

Page 7 of 8 Pages

CUSIP No. 251591103 

EXHIBIT INDEX

Exhibit No.	Exhibit Description
1	Joint Filing Agreement, dated May 15, 2009, among Mr. Otto, Katharina Otto-Bernstein, Dr. Michael Otto and Janina Vater
2	Common Share Purchase Warrant, dated September 18, 2009, issued by the Issuer to Mr. Otto
3	Common Share Purchase Warrant, dated September 18, 2009, issued by the Issuer to Katharina Otto-Bernstein
4	Common Share Purchase Warrant, dated September 18, 2009, issued by the Issuer to Dr. Michael Otto
5	Common Share Purchase Warrant, dated September 18, 2009, issued by the Issuer to Janina Vater

Page 8 of 8 Pages