CUSIP NO.
Class B: 741004204
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1.
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NAME OF REPORTING PERSON. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY).
Alexander Ludwig
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(A)
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(B)
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
SC
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5.
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
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7.
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SOLE VOTING POWER
Class B: 450,000
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BENEFICIALLY
OWNED BY
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8.
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SHARED VOTING POWER
0
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EACH
REPORTING
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9.
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SOLE DISPOSITIVE POWER
Class B: 450,000
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PERSON WITH
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10.
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SHARED DISPOSITIVE POWER
0
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
Class B: 450,000
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12.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
¨
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Class B: 8.70%
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14.
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TYPE OF REPORTING PERSON*
IN
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Item 1.
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Security and Issuer
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This Schedule 13D relates to the
Class B Common Stock, $.00001 par value (the "Class B Common Stock"), of Presidential Realty Corporation, a Delaware
corporation (the "Company"). The principal executive offices of the Company are located at 1430 Broadway,
Suite 503, New York, NY 10018.
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Item 2.
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Identity and Background
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This Schedule 13D is being filed
by and for Alexander Ludwig (the “Reporting Person”). Certain information with respect to the Reporting Person is set
forth below:
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Name and Address:
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Alexander Ludwig
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c/o Presidential Realty Corporation
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1430 Broadway, Suite 503
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New York, NY 10018
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Principal Occupation:
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Director, President, Chief Operating Officer and Principal Financial Officer of the Company
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1430 Broadway, Suite 503
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New York, NY 10018
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Criminal Convictions: None
Civil Proceedings: None
Citizenship: United States
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Item 3.
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Source and Amount of Funds or Other Consideration
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The Class B Common Stock was acquired
in exchange for the cancellation of his options and warrants and other obligations owed or to be owed to him by the Company (other
than obligations arising from an Interest Contribution Agreement by and among the Company, Presidential Realty Operating Partnership
LP, First Capital Real Estate Trust Incorporated, First Capital Real Estate Operating Partnership, Township Nine Owner, LLC, Capital
Station Holdings, LLC, Capital Station Member, LLC, Capital Station 65 LLC and Avalon Jubilee LLC and employment compensation)(the
“Stock Option Agreement”).
The foregoing descriptions of the transactions and the documents referenced herein are subject
to and qualified in their entity by reference to the complete text of such documents filed with the Company’s Form 8-K filed
as of January 12, 2017, as incorporated by reference herein or as exhibits attached hereto.
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Item 4.
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Purpose of Transaction
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The 450,000 shares of Class B Common
Stock were acquired by the Reporting Person as set forth in Item 5(c) below. The Reporting Person also acquired an option to purchase
550,000 shares of Class B Common Stock as set forth in Item 5(c) below.
The Reporting Person has no present
plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of
Schedule 13D.
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Item 5.
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Interest in Securities
of the Issuer
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(a)-(b) The Reporting Person is
the beneficial owner of 450,000 shares of Class B Common Stock of the Company which comprises 8.7% of the issued and outstanding
Class B Common Stock.
The Reporting Person has sole power to vote or direct
the vote of all of the shares of Class B Common Stock described herein. The Reporting Person has the sole power to dispose or to
direct the disposition of all of the shares of Class B Common Stock described herein.
(c) On January 6, 2017, the Company and the Reporting
Person entered into the Stock Option Agreement pursuant to which the Reporting Person was issued 450,000 shares of Class B Common
Stock and an option (the “Contingent Option”) to purchase 550,000 shares of Class B Common Stock in consideration for
the cancellation of his options and warrants and other obligations owed or to be owed to him by the Company (other than obligations
arising from an Interest Contribution Agreement by and among the Company, Presidential Realty Operating Partnership LP, First Capital
Real Estate Trust Incorporated, First Capital Real Estate Operating Partnership, Township Nine Owner, LLC, Capital Station Holdings,
LLC, Capital Station Member, LLC, Capital Station 65 LLC and Avalon Jubilee LLC and employment compensation). The Contingent Option
is subject to certain conditions, including that the Company has consummated an equity offering, capital raise or such other offering
such that the issuance of any shares of Class B Common Stock of the Company covered by the Reporting Person’s option would
not be deemed “Excess Shares” as that term is defined in the certificate of incorporation of the Company. Inasmuch,
as the Contingent Option will not become exercisable within sixty days of the date hereof under current circumstances, the Reporting
Person disclaims ownership of the Class B Common Stock underlying the Contingent Option.
Other than as set forth in this Item 5(c), the Reporting
Person has not effected any transaction in or related to the Class B Common Stock in the past sixty days.
(d) The Reporting Person affirms
that no person other than the Reporting Person has the right to receive, or the power to direct the receipt of, dividends from,
or the proceeds from the sale of, the Class B Common Stock owned by the Reporting Person.
(e) Not Applicable
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Item 6.
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Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the Issuer
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The Reporting Person and the Company
have entered into that certain Stock Option Agreement detailed above. Except as described above, there are no contracts, arrangements,
understandings or relationships with the Reporting Person or any other person with respect to the securities of the Company, including
but not limited to transfer or voting of any other securities, finders' fees, joint ventures, loan or option arrangements, puts
or calls, guaranties of profits, divisions of profits or loss or the giving or withholding of proxies.
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Item 7.
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Materials to be filed
as Exhibits
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99.1
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Stock Option Agreement dated
January 6, 2017, by the Company and Alexander Ludwig (Incorporated by reference to Exhibit 10.5 of the Form 8-K filed January
12, 2017).
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SIGNATURE
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.
DATE: January 17, 2017
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/S/ Alexander Ludwig
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Alexander Ludwig
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