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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

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).




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SCHEDULE 13D




Comment for Type of Reporting Person:
1 With respect to rows (7) and (9), includes (i) 746,758 vested long term incentive plan units ("LTIP Units"), a class of units of Clipper Realty L.P. (the "Operating Partnership"), a direct subsidiary of Clipper Realty Inc. (the "Issuer"), (ii) 17,243 LTIP Units that are scheduled to vest on September 30, 2026, (iii) 82,203 shares of common stock, par value $0.01 per share, of the Issuer ("Common Stock") beneficially owned by the Reporting Person, and (iv) 57,099 shares of Common Stock beneficially owned by the Reporting Person through the Samuel D. Levinson Profit Sharing Plan. The LTIP Units are convertible by the Reporting Person, upon vesting, into an equivalent number of units of limited partnership interests ("OP Units") of the Operating Partnership. Each OP Unit is redeemable at the request of the holder for cash in an amount equal to the price of a share of Common Stock or, at the election of the Issuer, one share of Common Stock. 2 With respect to rows (8) and (10), represents (i) 1,253,016 shares of Common Stock and 4,464,692 Class B LLC Units owned by Trapeze Inc. ("Trapeze"), a Delaware corporation, (ii) 136,782 shares of Common Stock and 1,362,039 Class B LLC Units owned by Trapeze D Holdings LLC ("Trapeze D"), a Delaware limited lability company, (iii) 128,185 shares of Common Stock and 1,469,548 Class B LLC Units held by ECL Holdings LLC ("ECL"), a Delaware limited liability company, (iv) 154,764 shares of Common Stock held by Starburst 2016 II LLC ("Starburst") and (v) 26,895 shares of Common Stock beneficially owned by the Reporting Person's spouse through the R. Michelle Levinson Profit Sharing Plan. Class B LLC Units, which are units of certain limited liability companies that are indirect subsidiaries of the Issuer, are exchangeable, together with an equal number of shares of special voting stock of the Issuer (the "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. 3 With respect to row (13), this calculation is based on (i) 16,157,566 shares of Common Stock of the Issuer outstanding as of August 6, 2026, as reported in the Quarterly Report on Form 10-Q, filed by the Issuer on August 6, 2026 (the "Form 10-Q"), plus (ii) 764,001 LTIP Units beneficially owned by the Reporting Person referred to above that are vested or scheduled to vest within 60 days of the date of this Schedule 13D, plus (iii) 7,296,279 Class B LLC Units beneficially owned by the Reporting Person referred to above.


SCHEDULE 13D




Comment for Type of Reporting Person:
1 With respect to rows (8) and (10), represents 1,253,016 shares of Common Stock and 4,464,692 Class B LLC Units owned by Trapeze. Class B LLC Units, which are units of certain limited liability companies that are indirect subsidiaries of the Issuer, are exchangeable, together with an equal number of shares 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. 2 With respect to row (13), this calculation is based on (i) 16,157,566 shares of Common Stock of the Issuer outstanding as of August 6, 2026, as reported in the Form 10-Q, plus (ii) 4,464,692 Class B LLC Units beneficially owned by the Reporting Person referred to above.


SCHEDULE 13D




Comment for Type of Reporting Person:
1 With respect to rows (8) and (10), represents 136,782 shares of Common Stock and 1,362,039 Class B LLC Units owned by Trapeze D. Class B LLC Units, which are units of certain limited liability companies that are indirect subsidiaries of the Issuer, are exchangeable, together with an equal number of shares 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. 2 With respect to row (13), this calculation is based on (i) 16,157,566 shares of Common Stock of the Issuer outstanding as of August 6, 2026, as reported in the Form 10-Q, plus (ii) 1,362,039 Class B LLC Units beneficially owned by the Reporting Person referred to above.


SCHEDULE 13D




Comment for Type of Reporting Person:
1 With respect to rows (8) and (10), represents 128,185 shares of Common Stock and 1,469,548 Class B LLC Units held by ECL. Class B LLC Units, which are units of certain limited liability companies that are indirect subsidiaries of the Issuer, are exchangeable, together with an equal number of shares 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. 2 With respect to row (13), this calculation is based on (i) 16,157,566 shares of Common Stock of the Issuer outstanding as of August 6, 2026, as reported in the Form 10-Q, plus (ii) 1,469,548 Class B LLC Units beneficially owned by the Reporting Person referred to above.


SCHEDULE 13D




Comment for Type of Reporting Person:
1 With respect to rows (8) and (10), represents 154,764 shares of Common Stock held by Starburst. 2 With respect to row (13), this calculation is based on 16,157,566 shares of Common Stock of the Issuer outstanding as of August 6, 2026, as reported in the Form 10-Q.


SCHEDULE 13D


 
Levinson Sam
 
Signature:/s/ Sam Levinson
Name/Title:Sam Levinson
Date:08/14/2026
 
Trapeze Inc.
 
Signature:/s/ Sam Levinson
Name/Title:Sam Levinson/Authorized Signatory
Date:08/14/2026
 
Trapeze D Holdings LLC
 
Signature:/s/ Sam Levinson
Name/Title:Sam Levinson/Authorized Signatory
Date:08/14/2026
 
ECL Holdings LLC
 
Signature:/s/ Sam Levinson
Name/Title:Sam Levinson/Authorized Signatory
Date:08/14/2026
 
Starburst 2016 II LLC
 
Signature:/s/ Sam Levinson
Name/Title:Sam Levinson/Authorized Signatory
Date:08/14/2026

ATTACHMENTS / EXHIBITS

ATTACHMENTS / EXHIBITS

JOINT FILING AGREEMENT, DATED AS OF AUGUST 13, 2026