STOCK TITAN

Clipper Realty director receives 188,354 shares

Special Voting Stock carries one vote per share, does not share in distributions, and is paired with exchangeable Class B LLC Units.

(Neutral)

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Form Type
4

Rhea-AI Filing Summary

Clipper Realty Inc. (CLPR) reported that director and 10% owner Sam Levinson received an assignment for no consideration of 188,354 Common Stock shares on September 30, 2026, leaving him with 270,557 shares held directly. On that date, 693,125 and 1,069,515 Special Voting Stock shares were assigned for no consideration to the Moric Bistricer 2014 Trust FBO Michelle Levinson and the Moric Bistricer 2016 Family Trust FBO Michelle Levinson, respectively. Levinson is trustee of the trusts and disclaims beneficial ownership of their reported securities except to the extent of his pecuniary interest. No Rule 10b5-1 plan is reported.

Insider Levinson Sam
Role Director, 10% Owner
Type Security Shares Price Value
Gift Common Stock F1 188,354 $0.00 $0.00
Gift Special Voting Stock F3, F2 693,125 $0.00 $0.00
Gift Special Voting Stock F3, F2 1,069,514.5 $0.00 $0.00
holding Common Stock F4 -- -- --
holding Common Stock F5 -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Special Voting Stock F3 -- -- --
holding Special Voting Stock F3 -- -- --
holding Special Voting Stock F3 -- -- --
Holdings After Transaction: Common Stock — 270,557 shares (Direct); Special Voting Stock — 693,125 shares (Indirect, By The Moric Bistricer 2014 Trust FBO Michelle Levinson); Special Voting Stock — 1,069,514.5 shares (Indirect, By The Moric Bistricer 2016 Family Trust FBO Michelle Levinson); Common Stock — 83,994 shares (Indirect, See Footnote); Common Stock — 1,253,016 shares (Indirect, By Trapeze Inc., a Delaware corporation); Common Stock — 136,782 shares (Indirect, By Trapeze D Holdings LLC, a Delaware limited liability company); Common Stock — 128,185 shares (Indirect, By ECL Holdings LLC, a Delaware limited liability company); Common Stock — 411,021 shares (Indirect, By Starburst 2016 II LLC, a Delaware limited liability company); Special Voting Stock — 4,464,692 shares (Indirect, By Trapeze Inc., a Delaware corporation); Special Voting Stock — 1,362,039 shares (Indirect, By Trapeze D Holdings LLC, a Delaware limited liability company); Special Voting Stock — 1,469,548 shares (Indirect, By ECL Holdings LLC, a Delaware limited liability company)
Footnotes (5)
  1. F1. Represents an assignment of securities to the Reporting Person for no consideration.
  2. F2. Represents an assignment of securities for no consideration to a trust in which the Reporting Person is trustee. The Reporting Person disclaims beneficial ownership of the reported securities held by the trust except to the extent of his pecuniary interest therein.
  3. F3. 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. Holders of shares of Special Voting Stock own such shares by virtue of their ownership of Class B LLC Units of certain limited liability companies that are indirect subsidiaries of the Issuer, with which Units the shares of Special Voting Stock are paired on a one-to-one basis. 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.
  4. F4. Held through a profit sharing plan at National Financial Services LLC.
  5. F5. Held by the Reporting Person's spouse through a profit sharing plan at National Financial Services LLC of which the Reporting Person is co-trustee.
Common Stock assigned 188,354 shares September 30, 2026; assigned to Sam Levinson for no consideration
Direct Common Stock holdings after transaction 270,557 shares September 30, 2026
Special Voting Stock assigned to the Moric Bistricer 2014 Trust FBO Michelle Levinson 693,125 shares September 30, 2026; assigned for no consideration
Special Voting Stock assigned to the Moric Bistricer 2016 Family Trust FBO Michelle Levinson 1,069,515 shares September 30, 2026; assigned for no consideration
Special Voting Stock technical
"does not share in any distribution to stockholders"
Special voting stock is a class of shares that gives its holders more or different voting rights than ordinary shares, allowing them to control key corporate decisions such as board elections or mergers. For investors, it matters because these shares concentrate control in certain hands, so even if others own more economic interest, they may have less influence over company strategy and governance — like having fewer keys to a car even if you paid for most of it.
Class B LLC Units technical
"ownership of Class B LLC Units of certain limited liability companies"
pecuniary interest financial
"except to the extent of his pecuniary interest therein"
fair market value financial
"cash equal to the fair market value of a share of Common Stock"
The price a willing buyer and a willing seller would agree on for an asset or security when neither is under pressure and both have access to the same information. Think of it as the market’s neutral estimate of what something is worth, like the price two neighbors would settle on for a car after comparing similar listings. Investors care because fair market value guides buying and selling decisions, tax reporting, portfolio valuation, and how accurately company assets are reflected in financial statements.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What shares did Sam Levinson receive in CLPR?

On September 30, 2026, Sam Levinson received an assignment for no consideration of 188,354 Common Stock shares. On the same date, 693,125 and 1,069,515 Special Voting Stock shares were assigned for no consideration to the Moric Bistricer 2014 Trust FBO Michelle Levinson and the Moric Bistricer 2016 Family Trust FBO Michelle Levinson, respectively.

What rights come with CLPR Special Voting Stock?

Each share carries one vote per share on matters on which Common Stock holders vote, subject to certain exceptions, but does not share in distributions to stockholders. Special Voting Stock is paired one-to-one with Class B LLC Units; together, they are exchangeable for cash equal to the fair market value of a Common Stock share or, at the issuer’s election, one Common Stock share.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Levinson Sam

(Last)(First)(Middle)
4611 TWELFTH AVENUE

(Street)
BROOKLYN NEW YORK 11219

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Clipper Realty Inc. [ CLPR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/30/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock09/30/2026G(1)188,354A$0270,557D
Special Voting Stock(3)09/30/2026G(2)693,125A$0693,125IBy The Moric Bistricer 2014 Trust FBO Michelle Levinson
Special Voting Stock(3)09/30/2026G(2)1,069,514.5A$01,069,514.5IBy The Moric Bistricer 2016 Family Trust FBO Michelle Levinson
Common Stock57,099ISee Footnote(4)
Common Stock26,895ISee Footnote(5)
Common Stock1,253,016IBy Trapeze Inc., a Delaware corporation
Common Stock136,782IBy Trapeze D Holdings LLC, a Delaware limited liability company
Common Stock128,185IBy ECL Holdings LLC, a Delaware limited liability company
Common Stock411,021IBy Starburst 2016 II LLC, a Delaware limited liability company
Special Voting Stock(3)4,464,692IBy Trapeze Inc., a Delaware corporation
Special Voting Stock(3)1,362,039IBy Trapeze D Holdings LLC, a Delaware limited liability company
Special Voting Stock(3)1,469,548IBy ECL Holdings LLC, a Delaware limited liability company
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Represents an assignment of securities to the Reporting Person for no consideration.
2. Represents an assignment of securities for no consideration to a trust in which the Reporting Person is trustee. The Reporting Person disclaims beneficial ownership of the reported securities held by the trust except to the extent of his pecuniary interest therein.
3. 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. Holders of shares of Special Voting Stock own such shares by virtue of their ownership of Class B LLC Units of certain limited liability companies that are indirect subsidiaries of the Issuer, with which Units the shares of Special Voting Stock are paired on a one-to-one basis. 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.
4. Held through a profit sharing plan at National Financial Services LLC.
5. Held by the Reporting Person's spouse through a profit sharing plan at National Financial Services LLC of which the Reporting Person is co-trustee.
/s/ Sam Levinson10/02/2026
** Signature of Reporting PersonDate
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 4 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

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