Sec Form 4 Filing - Levinson Sam @ Clipper Realty Inc. - 2020-05-14

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Levinson Sam 2. Issuer Name and Ticker or Trading Symbol Clipper Realty Inc. [ CLPR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 4611 TWELFTH AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 05/14/2020 (Street) BROOKLYN, NY11219 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 05/14/2020 P 23,000 A $ 5.7328 ( 1 ) 34,500 I See Footnote ( 2 ) Common Stock 05/14/2020 P 16,000 A $ 5.7328 ( 1 ) 16,000 I See Footnote ( 3 ) Common Stock 05/14/2020 P 14,334 A $ 5.7328 ( 1 ) 57,434 D Common Stock 1,253,016 I By Trapeze Inc., a Delaware corporation Common Stock 136,782 I By Trapeze D Holdings LLC, a Delaware limited liability company Common Stock 128,185 I By ECL Holdings LLC, a Delaware limited liability company Special Voting Stock ( 4 ) 4,464,692 I By Trapeze Inc., a Delaware corporation Special Vot ing Stock ( 4 ) 1,362,039 I By Trapeze D Holdings LLC, a Delaware limited liability company Special Voting Stock ( 4 ) 1,469,548 I By ECL Holdings LLC, a Delaware limited liability company

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Levinson Sam 4611 TWELFTH AVENUE BROOKLYN, NY11219 X X Signatures /s/ Sam Levinson 05/18/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The price is the weighted average price for the acquisitions reported on this Form 4. The range of prices for the transactions reported on this Form 4 is between $5.60 and $5.80 per share. Complete information regarding the number of shares purchased at each separate price will be provided upon request by Commission Staff, the Issuer or a security holder of the Issuer. ( 2 )Held through a profit sharing plan at National Financial Services LLC. ( 3 )Held by the Reporting Person's spouse through a profit sharing plan at National Financial Services LLC of which the Reporting Person is co-trustee. ( 4 )Special Voting Stock is a class of stock of the Issuer that does not share in any distribution to stockholders of the Issuer, but gives the holder thereof one vote per share on all matters on which the Issuer's holders of Common Stock vote, subject to certain exceptions. Class B LLC Units are units of certain limited liability companies that are indirect subsidiaries of the Issuer. Each Class B LLC Unit is exchangeable, together with one share of Special Voting Stock, for an amount of cash equal to the fair market value of a share of Common Stock of the Issuer or, at the election of the Issuer, one share of Common Stock. The right to exchange Class B LLC Units, together with Special Voting Stock, does not have an expiration 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).

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