Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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SCHEDULE 13D
DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT
5/31/2022
1. NAME OF REPORTING PERSON
High Income Securities Fund.
2. CHECK THE BOX IF MEMBER OF A GROUP a[]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
MA
___________________________________________________________
7. SOLE VOTING POWER
Less than 5%
8. SHARED VOTING POWER
Less than 5%
9. SOLE DISPOSITIVE POWER
Less than 5%
_______________________________________________________
10. SHARED DISPOSITIVE POWER
Less than 5%
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
Less than 5% (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
Less than 5%
14. TYPE OF REPORTING PERSON
IC
Item 1. SECURITY AND ISSUER
This Schedule 13D relates to the shares of Common Stock
of Cedar Realty Trust Inc. ("CDR" or the "Issuer"), and
6.5% Preferred shares of Cedar Realty Trust ("CDR/PRC)
The principal executive offices of CDR are located at
928 Carmans Road
Massapequa NY 11758
Item 2. IDENTITY AND BACKGROUND
(a) This statement is filed on behalf of High Income Securities Fund
(b) The business address of the reporting person is
615 E. Michigan Ave., Milwaukee, WI 53202
(c) High Income Securities Fund is a closed-end fund.
(d) n/a
(e) n/a
(f) n/a
Item 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATION
Shares of CDR and CDR Preferred C were purchased using the Reporting
Person's assets.
ITEM 4. PURPOSE OF TRANSACTION
Section 7(b) (iv) of the Articles Supplementary for the issuer's 6.50%
Series C Cumulative Redeemable Preferred Stock reads as follows:
In the case of a Change of Control pursuant to which shares of Common
Stock shall be converted into cash, securities or other property or
assets (including any combination thereof) (the "Alternative Form
Consideration"), a holder of Series C Preferred Stock shall receive
upon conversion of such Series C Preferred Stock the kind and amount
of Alternative Form Consideration which such holder of Series C
Preferred Stock would have owned or been entitled to receive upon the
Change of Control had such holder of Series C Preferred Stock held a
number of shares of Common Stock equal to the Common Stock Conversion
Consideration immediately prior to the effective time of the Change of
Control (the "Alternative Conversion Consideration"; and the Common
Stock Conversion Consideration or the Alternative Conversion
Consideration, as may be applicable to a Change of Control, shall
be referred to herein as the "Conversion Consideration")
The holders of Common Stock are to receive cash for their shares in the
event the proposed sale of the Company and substantially all of its
assets (the "Transactions") is consummated. In that case, the filing
person intends to exercise its conversion right with respect its 6.50%
Series C Cumulative Redeemable Preferred Stock and believes it is
entitled to receive cash "equal to the Common Stock Conversion
Consideration immediately prior to the effective time of the Change
of Control."
The filing person notes that the issuer's proxy materials do not contain
disclosure regarding the conversion right of the 6.50% Series C Cumulative
Redeemable Preferred Stock in connection with the Transactions and it
believes that omission is material.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As per the 10-Q filed on 5/5/2022, there were 13,640,374 equity
securities of common stock outstanding as of 4/29/2022. The percentages
set forth herein were derived using such number.
As of May 31,2022 High Income Securities Fund is deemed to be the beneficial
owner of less than 5% of CDR's outstanding shares.
High Income Securitiies Fund is also the owner of Pfd. C shares.
(b)The Reporting Person is the beneficial owner of less than 5% of
the Issuer's equity securities.
c) During the past 60 days no common shares were bought. The following Pfd C
shares of CDR were bought.
Date Shares Price
5/14/2022 1,100 12.0000
4/30/2022 483 11.9824
4/12/2022 2,259 10.3851
4/11/2022 7,741 10.3939
d) Shareholders of High Income Securities Fund have the right to receive
dividends from, or the proceeds from the sale of the securities held by
High Income Securities Fund.
e) N/A
ITEM 6. CONTRACTS,ARRANGEMENTS,UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
N/A
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None
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.
Dated: 6/1/21
By: /S/ Phillip Goldstein
Name: Phillip Goldstein
Secretary