Statement of Beneficial Ownership (sc 13d)
January 17 2017 - 3:53PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
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Under
the Securities Act of 1934
PRESIDENTIAL REALTY CORPORATION
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(Name of Issuer)
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Class B Common Stock, $.00001 par value
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(Title of Class of Securities)
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Class B: 741004204
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(CUSIP Number)
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JEFFREY S. ROGERS
12 E. 86
th
St., Unit 921
New York, NY 10028
917-693-4993
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(Name,
Address and Telephone Number of Person
Authorized
to receive Notices and Communications)
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January 6, 2017
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(Date of Event which Requires Filing of this Statement)
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If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§240.13
d
-1(
e)
,
240.13
d
-1(
f
) or 240.13
d
-1(
g
),
check the following box
¨
.
Note:
Schedules
filed in paper format shall include a signed original and five copies of the Schedule, including all exhibits. See §240.13
d
-7
for other parties to whom copies are to be sent.
*
The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior
cover page.
The
information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
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).
Jeffrey S. Rogers
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(A)
¨
(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: 282,076
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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: 282,076
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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: 282,076
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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: 5.40%
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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 Jeffrey S. Rogers (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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Jeffrey S. Rogers
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12 E. 86
th
St., Unit 921
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New York, NY 10028
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Principal Occupation:
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President and Chief Executive Officer, LiftForward Inc.
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180 Maiden Lane, 10
th
Floor
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New York, NY 10038
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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 release of any right to director fees in consideration of his services as an independent member of
the Board of Directors for the 2015 and 2016 calendar years (the “Issuance and Release 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 90,000 shares of Class B
Common Stock were acquired by the Reporting Person 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 282,076 shares of Class B Common Stock of the Company which comprises 5.4% 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 Issuance and Release Agreement pursuant to which the Reporting Person was issued
90,000 shares of Class B Common Stock in consideration for the release of any right to director fees in consideration of his services
as an independent member of the Board of Directors for the 2015 and 2016 calendar years.
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 Issuance and Release 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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Issuance and Release Agreement dated January 6, 2017, by
the Company and Jeffrey S. Rogers (Incorporated by reference to Exhibit 10.10 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/ Jeffrey S. Rogers
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Jeffrey S. Rogers
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