| 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 06/29/2018 |
3. Issuer Name and Ticker or Trading Symbol
CONDOR HOSPITALITY TRUST, INC. [ CDOR ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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 | 2,197,023 | D(1)(2) | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series E Cumulative Convertible Preferred Stock | 02/28/2019 | (3) | Common Stock | 235,285 | 13.845(3) | D(1)(2) | |
| Convertible Note | 03/16/2016 | (4) | Common Stock | 64,964 | 10.4 | I | See footnotes(1)(2)(4) |
| Explanation of Responses: |
| 1. Shares of Common Stock, shares of Series E Cumulative Convertible Preferred Stock and an interest in a convertible note of Condor Hospitality Trust, Inc. (the "Issuer") are owned by Real Estate Investment Group VII L.P., a limited partnership wholly-owned by Efanur S.A. ("Efanur") and Jiwin S.A. ("Jiwin"), each of which is a wholly-owned subsidiary of IRSA Inversiones y Representaciones Sociedad Anonima ("IRSA"). These securities were received as a pro rata in-kind distribution from Real Estate Strategies L.P. and continue to be indirectly beneficially owned by each of Efanur, Jiwin and IRSA, which had previously indirectly beneficially owned these while held by Real Estate Strategies L.P. |
| 2. Members of the board of directors of the Issuer were designated by contractual right by Real Estate Strategies, LP, and as a result, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting person is deemed to be a director of the Issuer by deputization. |
| 3. The Series E Cumulative Convertible Preferred Stock does not have an expiration date. Each share of Series E Preferred Stock is convertible, at the option of the holder, at any time on or after February 28, 2019, into a number of shares of common stock determined by dividing the conversion price of $13.845 into an amount equal to the $10.00 face value per share plus accrued and unpaid dividends, if any. |
| 4. Represents an interest in a convertible note held by Real Estate Strategies L.P. Amounts under the convertible note are payable by the Issuer in full on any redemption repayment date of the Series E Cumulative Convertible Preferred Stock or, to the extent the Series E Cumulative Convertible Preferred Stock is redeemed only in part, a pro rata percentage of the convertible note is payable on such date, with the remainder of the note to remain outstanding. |
| Remarks: |
| By: Jiwin S.A., general partner, By: /s/ Alejandro Elsztain Name: Alejandro Elsztain Title: Second Vice President | 07/03/2018 | |
| ** 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). | ||
| 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. | ||