IRSA Inversiones y Representaciones Sociedad Anónima (IRS)
Filed: 11 Aug 21, 4:02pm
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol CONDOR HOSPITALITY TRUST, INC. [ CDOR ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 07/29/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 07/29/2021 | M | 1,416,586 | A | $0 | 4,754,198 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series E Cumulative Convertible Preferred Stock | (1)(2) | 07/29/2021 | M | 487,738 | (1)(2) | (1)(2) | Common Stock | 1,416,586 | $0 | 0 | D | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The reporting group elected to exercise its right to require the Issuer to redeem all 487,738 shares of the Series E Stock (the "Shares") held by the reporting group at a value per share equal to 130% of the $10 liquidation preference of the Shares, plus accrued and unpaid dividends, on July 29, 2021, pursuant to the terms of the Shares. The Issuer had the right to redeem the Shares with cash or by issuing shares of common stock, and a special committee of independent directors of the board of directors of the Issuer unanimously approved redemption of the Shares with shares of common stock. (Continued at Footnote 2) |
| 2. (Continued from Footnote 1) For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting group is deemed a Director by Deputization by virtue of its representation on the Board of Directors of the Issuer. The number of shares of common stock issued to effect redemption of the Shares equals 1,416,586 shares of common stock based on the weighted market sale price average of the common stock for the applicable thirty trading day period of $4.90 per share. |
| Remarks: |
| This Form 4 is being filed in two parts due to the ten person reporting limitation of the electronic filing system. Part 1 is being filed by the following persons: Eduardo S. Elsztain, Consultores Assets Management, S.A., Consultores Venture Capital Limited, Cresud Sociedad Anonima Comercial, Inmobiliara Financiera y Agropecuaria, Consultores Venture Capital Uruguay, SA, Real Estate Strategies L.P., IRSA Inversiones y Representaciones Sociedad Anonima, IFIS Limited, and Inversiones Financieras del Sur S.A. Part 2 is being filed by the following persons: Efanur S.A., Tyrus S.A., Jiwin S.A. and Real Estate Investment Group VII L.P. |
| /s/ IRSA Investments and Representations Inc. by Eduardo Elsztain, Chairman of the Board | 08/11/2021 | |
| /s/ Eduardo Elsztain | 08/11/2021 | |
| /s/ Consultores Assets Management, S.A. by Eduardo Elsztain, Chairman of the Board | 08/11/2021 | |
| /s/ Consultores Venture Capital Limited by Eduardo Elsztain, Chairman of the Board | 08/11/2021 | |
| /s/ Cresud, Inc. by Eduardo Elsztain, Chairman of the Board | 08/11/2021 | |
| /s/ Real Estate Strategies L.P. by Eduardo Elsztain, Chairman of the Board | 08/11/2021 | |
| /s/ IFIS Limited by Eduardo Elsztain, Chairman of the Board | 08/11/2021 | |
| /s/ Inversiones Financieras del Sur S.A. by Eduardo Elsztain, Chairman of the Board | 08/11/2021 | |
| /s/ Agroinvestment S.A. by Eduardo Elsztain, Chairman of the Board | 08/11/2021 | |
| /s/ Consultores Venture Capital Uruguay, S.A. by Eduardo Elsztain, Chairman of the Board | 08/11/2021 | |
| ** 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 4 (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. | ||