Amended Statement of Ownership (sc 13g/a)
February 06 2020 - 2:02PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 13G/A
(Amendment No. 1)
Under the Securities Exchange Act of 1934
CONDOR HOSPITALITY TRUST,
INC.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title
of Class of Securities)
20676Y403
(CUSIP Number)
February 3, 2020
(Date of Event which Requires
Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[X] Rule 13d-1(b)
[_] Rule 13d-1(c)
[_] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a
reporting persons initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in 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).
SCHEDULE 13G/A
1
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Names of Reporting Persons
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Steven R. Gerbel
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2
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Check the appropriate box if a member of a Group (see
instructions)
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(a)
[ ]
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(b) [X]
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3
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Sec Use Only
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4
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Citizenship or Place of Organization
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United States of America
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5
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Sole Voting Power
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Number of
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0
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Shares
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6
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Shared Voting Power
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Beneficially
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Owned by Each
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0
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Reporting Person
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7
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Sole Dispositive Power
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With:
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0
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8
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Shared Dispositive Power
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0
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9
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Aggregate Amount Beneficially Owned by Each Reporting
Person
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0
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10
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Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions)
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[ ]
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11
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Percent of class represented by amount in row
(9)
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0%
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12
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Type of Reporting Person (See Instructions)
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IN
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Page 2 of 9
1
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Names of Reporting Persons
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Chicago Capital Management, LLC
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IRS Identification No. of Above Persons (Entities Only)
36-4186074
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2
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Check the appropriate box if a member of a Group (see
instructions)
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(a) [
]
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(b) [X]
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3
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Sec Use Only
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4
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Citizenship or Place of Organization
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United States of America
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5
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Sole Voting Power
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Number of
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0
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Shares
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6
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Shared Voting Power
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Beneficially
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|
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Owned by Each
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0
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Reporting Person
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7
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Sole Dispositive Power
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With:
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0
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8
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Shared Dispositive Power
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0
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9
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Aggregate Amount Beneficially Owned by Each Reporting
Person
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0
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10
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Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions)
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[ ]
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11
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Percent of class represented by amount in row
(9)
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0%
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12
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Type of Reporting Person (See Instructions)
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IA
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Page 3 of 9
Item 1.
(a)
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Name of Issuer:
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CONDOR HOSPITALITY TRUST, INC.
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(b)
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Address of Issuers Principal Executive
Offices:
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4800 Montgomery Lane
Bethesda, MD
20814
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Item 2.
(a)
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Name of Person Filing:
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This Schedule 13G/A is being filed with respect to shares
of Common Stock of the Issuer which are beneficially owned by Steven R. Gerbel and Chicago Capital Management, LLC (CCM and together with Steven
R. Gerbel the Reporting Persons).
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(b)
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Address of Principal Business Office or, if None,
Residence:
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311 South Wacker Drive Suite 6025 Chicago, IL
60606
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(c)
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Citizenship:
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Steven R. Gerbel is a citizen of the United States of
America and CCM is an Illinois limited liability company.
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(d)
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Title and Class of Securities:
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Common Stock, par value $.01 per share
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(e)
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CUSIP No.:
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20676Y403
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Item 3.
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If this statement is filed pursuant to §§ 240.13d-1(b)
or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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[_]
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Broker or dealer registered under
Section 15 of the Act;
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(b)
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[_]
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Bank as defined in Section
3(a)(6) of the Act;
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(c)
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[_]
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Insurance company as defined in
Section 3(a)(19) of the Act;
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(d)
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[_]
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Investment company registered
under Section 8 of the Investment Company Act of 1940;
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(e)
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[X]
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An investment adviser in
accordance with Rule 13d-1(b)(1)(ii)(E);
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(f)
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[_]
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An employee benefit plan or
endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
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Page 4 of 9
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(g)
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[_]
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A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
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(h)
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[_]
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A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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[_]
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A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment Company Act of
1940;
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(j)
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[_]
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A non-U.S. institution in accordance with Rule
240.13d-1(b)(1)(ii)(J);
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(k)
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[_]
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Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If
filing as a non-U.S. institution in accordance with Rule
240.13d-1(b)(1)(ii)(J), please specify the type of institution:
_____
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Item 4. Ownership
(a)
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Amount Beneficially Owned:
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Steven R. Gerbel: 0
CCM: 0
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(b)
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Percent of Class:
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Steven R. Gerbel: 0%
CCM: 0%
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(c)
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Number of shares as to which such person
has:
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(i)
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Sole power to vote or to direct the
vote:
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Steven R. Gerbel: 0
CCM: 0
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(ii)
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Shared power to vote or to direct the
vote:
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Steven R. Gerbel: 0
CCM: 0
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(iii)
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Sole power to dispose or to direct the disposition
of:
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Steven R. Gerbel: 0
CCM: 0
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(iv)
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Shared power to dispose or to direct the disposition
of:
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Steven R. Gerbel: 0
CCM: 0
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Page 5 of 9
As calculated in accordance with Rule 13d-3 of the Securities
Exchange Act of 1934, as amended, Steven R. Gerbel beneficially owns 0 shares of
the Issuers Common Stock, $0.01 par value per share, (Common Stock),
representing 0.0% of the Common Stock. Mr. Gerbel does not directly own any
shares of Common Stock, but he does indirectly own 0 shares of Common Stock in
his capacity as the managing member of CCM, an Illinois limited liability
company, which in turn serves as the general partner and investment manager of
Chicago Capital Management, LP (Fund), an Illinois limited partnership. In
addition, CCM sub-advises a registered investment company, SilverPepper Merger
Arbitrage Fund (SilverPepper), on a discretionary basis. Although Mr. Gerbel
does not directly own the shares of Common Stock, Mr. Gerbel is deemed to
beneficially own the 0 shares of Common Stock held by the Fund and SilverPepper.
Item 5.
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Ownership of Five Percent or Less of a Class.
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If this statement is being filed to report the fact that
as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the
following [X].
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Item 6.
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Ownership of more than Five Percent on Behalf of
Another Person.
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Each of the Fund and SilverPepper has the right to
receive dividends and proceeds from the sale of the shares of Common Stock
held by each.
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Item 7.
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Identification and classification of the subsidiary
which acquired the security being reported on by the parent holding
company or control person.
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Not Applicable
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Item 8.
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Identification and classification of members of the
group.
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See Exhibit B
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Item 9.
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Notice of Dissolution of Group.
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Not Applicable
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Item 10.
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Certifications.
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By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in any
transaction having that purpose or effect.
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Page 6 of 9
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.
Dated: February 6, 2020
/s/ STEVEN R. GERBEL
Steven R. Gerbel
CHICAGO CAPITAL MANAGEMENT, LLC
Name: Steven R.
Gerbel
Title: Managing Member
The original statement shall be signed by each person on whose
behalf the statement is filed or his authorized representative. If the statement
is signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of this filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001).
Page 7 of 9
Exhibit A
Joint Filing Agreement
The undersigned agree that this Schedule 13G, and all
amendments thereto, relating to the Common Stock of CONDOR HOSPITALITY TRUST,
INC. shall be filed on behalf of the undersigned.
/s/ STEVEN R. GERBEL
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Steven R. Gerbel
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CHICAGO CAPITAL MANAGEMENT, LLC
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Name: Steven R. Gerbel
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Title: Managing Member
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Page 8 of 9
Exhibit B
Due to the relationships between them, the Reporting Persons
hereunder may be deemed to constitute a group with one another for purposes of
Section 13(d)(3) of the Securities Exchange Act of 1934.
Page 9 of 9
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