Levinson Sam 4

What Happened
Sam Levinson, a reported 10% owner of Clipper Realty Inc. (CLPR), was granted a total of 232,976 long‑term incentive plan units (LTIP Units) on February 24, 2026. The awards consist of 68,973 LTIP Units and 164,003 LTIP Units, each granted with a $0.00 acquisition price (no cash paid). These LTIP Units are derivative interests that can be converted into operating partnership units (OP Units) upon vesting; OP Units are redeemable for cash equal to a share price or, at the company’s election, one share of Clipper common stock.

Key Details

• Transaction date: 2026-02-24; Form 4 filed 2026-02-26 (filed within the normal 2‑business‑day reporting window).
• Grant amounts and price: 68,973 LTIP Units and 164,003 LTIP Units, each granted at $0.00 (code A = Award/Grant). Total units granted: 232,976.
• Shares/units owned after transaction: Not specified in this filing.
• Footnotes (important):
  • F1: LTIP Units are a class of units of Clipper Realty L.P.; convertible into equivalent OP Units on the vesting date. OP Units are redeemable for cash equal to a common share price or, at the company’s election, one share of common stock.
  • F2: The 68,973 LTIP Units vest 25% on each of March 31, 2026; June 30, 2026; Sept 30, 2026; and Dec 31, 2026. Conversion/redeem rights have no expiration.
  • F3: The 164,003 LTIP Units vest in full on Jan 1, 2029. Conversion/redeem rights have no expiration.

Context
These are derivative compensation awards (LTIP Units), not open‑market purchases or sales. They typically represent long‑term incentive compensation and vest over time; they can be converted into partnership units and ultimately redeemed for cash or shares per the company’s conversion/redemption rules. As a 10% owner, Levinson’s holdings are reported under insider rules, but the grants reflect company compensation arrangements rather than a direct market buy or sell.