[SCHEDULE 13D/A] Copper Property CTL Pass Through Trust SEC Filing

Rhea-AI Filing Summary

The filing amends a prior Schedule 13D to disclose that Spencer B. Haber may be deemed to beneficially own 29,266,536 Trust Certificates of Copper Property CTL Pass Through Trust, representing 39.02% of outstanding certificates as of June 30, 2025. The certificates were originally distributed in connection with a Chapter 11 reorganization on January 30, 2021. The reporting group holds the position for investment purposes and retains flexibility to buy or sell in public or private transactions depending on price, availability and other factors. On October 6, 2025, the holders directed the Trustee to block certain amendments or extensions to a pending Purchase and Sale Agreement unless approved by Majority Certificateholders. One affiliated fund sold 45,144 certificates on September 9, 2025 for $561,140 as part of a wind‑down.

Insights

Corporate Governance Analyst

Holder group holds a blocking stake and has recently restricted trustee actions.

The reporting person and affiliated holders collectively control 29,266,536 certificates, or 39.02%, which gives them meaningful influence over trust actions that require Majority Certificateholder consent. Their October 6, 2025 written direction to the Trustee seeks to prevent amendments or extensions to the Purchase and Sale Agreement without Majority approval.

This position reduces the Manager/Trustee's flexibility to alter the PSA unilaterally and signals active monitoring of the sale of remaining properties; watch near‑term trust notices and any Majority Certificateholder votes or Trustee responses within the next 90 days.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Copper Property CTL Pass Through Trust

(Name of Issuer)

Trust Certificates

(Title of Class of Securities)

217519107

(CUSIP Number)

Alyssa Petrenko
680 Washington Boulevard, Seventh Floor
Stamford, CT, 06901
(203) 569-4000

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

10/08/2025

(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.

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).

SCHEDULE 13D

CUSIP No. 217519107

1

Name of reporting person

HABER SPENCER B

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 29,266,536.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 29,266,536.00

11

Aggregate amount beneficially owned by each reporting person

29,266,536.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

39.0 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Trust Certificates
(b)	Name of Issuer: Copper Property CTL Pass Through Trust
(c)	Address of Issuer's Principal Executive Offices: 3 Second Street, Suite 206, Jersey City, NEW JERSEY , 07311.
Item 1 Comment: This Amendment No.1 to Statement on Schedule 13D (as amended, this "Schedule 13D") relates to Trust Certificates, no par value (the "Trust Certificates"), of Copper Property CTL Pass Through Trust, a New York common law trust (the "Issuer"), and is filed by the Reporting Person to amend and supplement the Schedule 13D previously filed with the Securities and Exchange Commission (the "SEC") on October 1, 2021.
Item 2.	Identity and Background
(a)	This Schedule 13D is filed by Spencer B. Haber (the "Reporting Person"). The Trust Certificates of which the Reporting Person may be deemed to have beneficial ownership are owned by the following persons (each, an "Other Reporting Person"): Byway 1 Corp., Pondfield 4 Corp. and Beechwood 6 Corp. The Reporting Person is the managing member of the general partner or investment manager of each of the foregoing entities' affiliated investment funds.
(b)	The address of the Reporting Person's principal office is 680 Washington Boulevard, Seventh Floor, Stamford, CT 06901.
(c)	The Reporting Person's principal occupation is to serve in a management capacity with the Reporting Person's affiliated investment manager.
(d)	During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	The Reporting Person is a U.S. citizen.
Item 3.	Source and Amount of Funds or Other Consideration
	The information in Item 5 of this Schedule 13D is incorporated herein by reference. Each Other Reporting Person initially acquired the Trust Certificates as of January 30, 2021, by distribution by the Issuer in connection with a Plan of Reorganization under the U.S. Bankruptcy Code of Old Copper Company, Inc.
Item 4.	Purpose of Transaction
	The information in Items 2, 3 and 6 of this Schedule 13D is incorporated herein by reference. Each Other Reporting Person holds the Trust Certificates for investment purposes. The Reporting Person and/or the Other Reporting Persons intend to review on a continuing basis the investments in the Issuer by each of the Other Reporting Persons. Each Other Reporting Person may seek to sell or otherwise dispose of some or all of the Issuer's securities from time to time, and/or may seek to acquire additional securities of the Issuer from time to time, in each case, in open market or private transactions, block sales or otherwise. Any acquisition or disposition of Issuer securities that each Other Reporting Person may pursue will depend on a variety of factors, including, without limitation, the price and availability of the Issuer's securities, subsequent developments affecting the Issuer, the Issuer's business and the Issuer's prospects, other investment and business opportunities available to such Other Reporting Person, general industry and economic conditions, the securities markets in general, tax considerations and other factors deemed relevant by such Other Reporting Person or by the Reporting Person. The Reporting Person and/or the Other Reporting Persons intend to assess the merits, limitations and risks of the announced pending sale transaction for the Trust's portfolio of remaining properties pursuant to the Purchase and Sale Agreement referenced in the Trust's Current Report on Form 8K filed September 8, 2025, as amended as of such date (the "PSA"), and to consider alternatives thereto. The Reporting Person and/or each Other Reporting Person may take such other actions with respect to such Other Reporting Person's investment in the Issuer as it or they may deem appropriate including, without limitation, continuing to engage in communications with, and sharing ideas, perspectives and feedback with the Issuer (including through the manager or trustee of the Issuer), its or their respective representatives, other holders or prospective holders of Trust Certificates, material contract counterparties, industry participants, financing sources and/or other relevant third parties, in each case regarding the Issuer and its business, properties, operations, management, capitalization, corporate structure and/or financing alternatives. On October 6, 2025, each Other Reporting Person (on its own behalf and as holder of Issuer securities) delivered a written direction to the Trustee under Section 1.04, Section 6.09(b) and Section 9.02(a) of the Trust Agreement, directing the Trustee as follows: (i) not to, and to direct the Manager not to, amend, modify, supplement or waive any provision of the PSA (including, without limitation, any such amendment, modification or supplement that would reduce the amount of, or change the form of, the consideration to be received by the Trust) or otherwise agree to any of the foregoing without the consent of Majority Certificateholders; (ii) not to, and to direct the Manager not to: (1) extend, or permit any extension of, any closing date for the sale contemplated in the PSA; (2) further extend any closing date beyond the earliest date on which the Trust is currently entitled to terminate the PSA pursuant to its terms; or (3) take any other action that would have the effect of further delaying the closing under the PSA, in all cases without the consent of Majority Certificateholders; and (iii) to take any other action necessary or appropriate under the Trust Transaction Documentation to give effect to the preceding clauses (i) and (ii), including, without limitation, effecting any necessary or appropriate amendment, supplement or modification to such documents. Capitalized terms not otherwise defined in this Item 4 have the meaning assigned thereto in the Amended and Restated Pass Through Trust Agreement of the Trust, dated as of January 30, 2021, as amended. Except as described in this Schedule 13D, the Reporting Person does not have any present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, although the Reporting Person, at any time and from time to time, may review, reconsider and change its position and/or change its purpose and/or develop such plans. Notwithstanding the foregoing, no disclosure under this Item 4 should be construed as an intent, or reservation of right, to engage in a control transaction, or any contested solicitation for the election of directors. The Reporting Person does not seek directly or indirectly, either on its own or another's behalf, the power to act as proxy for any Trust security holder, and is not requesting or accepting any form of revocation, abstention, consent or authorization from any security holder.
Item 5.	Interest in Securities of the Issuer
(a)	In the aggregate, the Other Reporting Persons collectively directly own 29,266,536 Trust Certificates, or 39.02% of the Trust Certificates outstanding as of June 30, 2025, based on the Issuer's Form 10-Q filed on August 8, 2025. The Reporting Person may be deemed to indirectly control each of the Other Reporting Persons and thereby have beneficial ownership of the Trust Certificates directly owned by each Other Reporting Person.
(b)	The Reporting Person may be deemed to have shared voting and dispositive power with respect to the Trust Certificates directly owned by each Other Reporting Person. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that the Reporting Person is the beneficial owner of the Trust Certificates referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose. The filing of this statement should not be construed to be an admission that the Reporting Person or each Other Reporting Person are members of a "group" for the purposes of Sections 13(d) and 13(g) of the Exchange Act.
(c)	On September 9, 2025, an investment fund affiliated with each Other Reporting Person made an open market sale through a broker-dealer of 45,144 Trust Certificates for a price per Certificate of $12.43 and aggregate sale proceeds of $561,140. The sale transaction represents 100% of the Trust Certificates owned by such investment fund, and was completed as part of the winddown of such investment fund in the final period of its lifecycle. Except for the foregoing, the Reporting Person has not effected any transaction in the Trust Certificates in the past 60 days.
(d)	To the best knowledge of the Reporting Person, no person other than each of the Other Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by each Other Reporting Person identified in this Item 5.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information set forth in Items 3, 4 and 5 of this Schedule 13D is incorporated herein by reference. Each Other Reporting Person has rights under a Registration Rights and Resale Cooperation Agreement, dated as of January 30, 2021 (which is incorporated by reference to Exhibit 4.1 to the Issuer's Amendment No.1 to Registration Statement on Form 10-12G filed on February 5, 2021). The description of the agreement contained in this Item 6 is not intended to be complete and is qualified in its entirety by reference to such agreement, which is incorporated by reference herein.

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.

HABER SPENCER B

Signature:	Spencer B Haber
Name/Title:	Authorized Signatory
Date:	10/08/2025