Bruce J. Schanzer - Aug 22, 2022 Form 4/A - Amendment Insider Report for CEDAR REALTY TRUST, INC. (CDR)

Role: Pres. & Chief Exec. Officer, Director
Signature: /s/ Bruce J. Schanzer
Stock symbol: CDR
Transactions as of: Aug 22, 2022
Transactions value $: -$3,644,207
Form type: 4/A - Amendment
Date filed: 8/25/2022, 04:47 PM
Date Of Original Report: Aug 24, 2022
Previous filing: Apr 7, 2022
Next filing: Dec 6, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CDR	Common Stock	Disposition pursuant to a tender of shares in a change of control transaction	-$3.59M	-378K	-100%	$9.48	0	Aug 22, 2022	Direct	F1
transaction	CDR	Common Stock	Disposition pursuant to a tender of shares in a change of control transaction	-$59K	-6.22K	-100%	$9.48	0	Aug 22, 2022	See footnote	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Bruce J. Schanzer is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	In connection with the Agreement and Plan of Merger by and among Wheeler Real Estate Investment Trust, Inc., WHLR Merger Sub Inc., WHLR OP Merger Sub LLC, Cedar Realty Trust, Inc. and Cedar Realty Trust Partnership, L.P., as amended (the "Merger Agreement"), these shares of common stock were converted into the right of the holder to receive an amount in cash equal to the per share merger consideration of $9.48.
F2	These shares are owned by the reporting person as custodian for his four children under the Uniform Gifts to Minors Act. The reporting person disclaims beneficial ownership of these shares.

Content

In connection with the Agreement and Plan of Merger by and among Wheeler Real Estate Investment Trust, Inc., WHLR Merger Sub Inc., WHLR OP Merger Sub LLC, Cedar Realty Trust, Inc. and Cedar Realty Trust Partnership, L.P., as amended (the "Merger Agreement"), these shares of common stock were converted into the right of the holder to receive an amount in cash equal to the per share merger consideration of $9.48.

These shares are owned by the reporting person as custodian for his four children under the Uniform Gifts to Minors Act. The reporting person disclaims beneficial ownership of these shares.

Remarks:

On August 24, 2022, the reporting person filed a Form 4 that incorrectly reported the per share merger consideration to be received. The correct per share merger consideration is $9.48.