Sec Form 13G Filing - Eder Robert H filing for CAPITAL PROPERTIES (CPTP) - 2022-08-22

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13G

Under the Securities Exchange Act of 1934

(Amendment No. 7)*

Capital Properties, Inc.

(Name of Issuer)

Class A Common Stock, $0.01 Par Value

(Title of Class of Securities)

140430109

(CUSIP Number)

February 15, 2022

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d–1(b)

☐ Rule 13d–1(c)

☒ Rule 13d–1(d)

The information required in 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. 140430109

ii.

Item 1(a) Name of issuer: Capital Properties, Inc. Class A Common Stock $0.01 par value per share

Item 1(b) Address of issuer’s principal executive offices: 5 Steeple Street, Unit 303, Providence, RI 02903

2(a) Name of person filing:

2(b) Address or principal business office or, if none, residence:

c/o Capital Properties, Inc. 5 Steeple Street, Unit 303, Providence, RI 02903

2(c) Citizenship:

Each reporting person was formed under the laws of or is a citizen of the United States

2(d) Title of class of securities:

Class A Common Stock, $0.01 par value

2(e) CUSIP No.:

140430109

Item 3. If this statement is filed pursuant to §§240.13d–1(b) or 240.13d–2(b) or (c), check whether the person filing is a: Not Applicable

(a) ☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b) ☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c) ☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d) ☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a–8);

(e) ☐ An investment adviser in accordance with §240.13d–1(b)(1)(ii)(E);

(f) ☐ An employee benefit plan or endowment fund in accordance with §240.13d–1(b)(1)(ii)(F);

(g) ☐ A parent holding company or control person in accordance with §240.13d–1(b)(1)(ii)(G);

(h) ☐ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i) ☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a–3);

(j) ☐ A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);

(k) ☐ Group, in accordance with §240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J), please specify the type of institution: ________________________________

Item 4. Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a) Amount beneficially owned:

No shares are owned by the Robert H. Eder Trust. All shares previously held by the Robert H. Eder Trust and the Linda Eder Trust (which previously owned 1,726,710 shares) were transferred to the trust established under the Eder 2022 Community Property Trust Agreement (the “Eder 2022 Community Property Trust”) on February 15, 2022. As a result, 3,453,420 shares are owned by the Eder 2022 Community Property Trust, of which Robert H. Eder and Linda Eder were the initial co-trustees. Linda Eder died on February 24, 2022 and Mr. Eder is now the sole trustee of the Eder 2022 Community Property Trust

This Amendment has been filed to reflect the termination of beneficial ownership of any shares by the Robert H. Eder Trust and remove the Robert H. Eder Trust as a Reporting Person.

(b) Percent of class: 52.3% (based on 6,599,912 total shares of Class A Common Stock outstanding).

(c) Number of shares as to which Robert H. Eder has:

(i) Sole power to vote or to direct the vote 0.

(ii) Shared power to vote or to direct the vote 3,453,420.

(iii) Sole power to dispose or to direct the disposition of 0.

(iii) Shared power to dispose or to direct the disposition of 3,453,420.

Number of shares as to which Robert H. Eder Trust has:

(i) Sole power to vote or to direct the vote 0.

(ii) Shared power to vote or to direct the vote 0.

(iii) Sole power to dispose or to direct the disposition of 0.

(iv) Shared power to dispose or to direct the disposition of 0.

Item 5. Ownership of 5 Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following  ☐.

Not Applicable

Item 6. Ownership of More than 5 Percent on Behalf of Another Person.

Not Applicable

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not Applicable

Item 8. Identification and Classification of Members of the Group.

Not Applicable

Item 9. Notice of Dissolution of Group.

Not applicable. This Amendment has been filed to reflect the termination of beneficial ownership of any shares by the Robert H. Eder Trust and remove the Robert H. Eder Trust as a Reporting Person for future filings.

Item 10. Certifications

Not Applicable

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Signatures

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.