CUSIP NO. 164651 101
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Page 2 of 6
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1
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NAMES OF REPORTING PERSONS
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(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)
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PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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85,852 (1)
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8
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SHARED VOTING POWER
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9
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SOLE DISPOSITIVE POWER
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85,852 (1)
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10
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SHARED DISPOSITIVE POWER
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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85,852
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12
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CHECK BOX 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)
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0.50% (1)(2)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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(1) |
Includes 20,322 LTIP Units issued to Stanley Middleman by Cherry Hill Operating Partnership, LP (“CHOP”), a Delaware limited partnership and the Issuer’s operating partnership subsidiary. Such LTIP
Units were granted to Mr. Middleman pursuant to the Issuer’s 2013 Equity Incentive Plan. LTIP Units are a special class of limited partnership interest in CHOP. In general, vested LTIP Units are convertible into common units of limited
partnership interest in CHOP, which in turn, are redeemable for cash, or at the Issuer’s option, shares of the Issuer’s common stock on a one-for-one basis. Also includes 65,530 shares of Common Stock held by Freedom Mortgage Corporation.
Mr. Middleman is Chairman, Chief Executive Officer and sole voting shareholder of Freedom Mortgage Corporation and as such has the power to vote and dispose of the shares held directly by Freedom Mortgage Corporation.
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(2) |
Based on 17,076,858 shares of common stock outstanding at November 9, 2020 as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 filed with the Securities and Exchange Commission plus 20,322 shares of Common Stock underlying the vested LTIP Units held by Stanley Middleman.
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CUSIP NO. 164651 101
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Page 3 of 6
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Item 1.
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Security and Issuer
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Item 2. |
Identity and Background
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Item 3. |
Source and Amount of Funds or Other Consideration.
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CUSIP NO. 164651 101
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Page 4 of 6
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Item 4. |
Purpose of Transaction.
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to report the updated beneficial ownership of the Reporting Person as a result of (i) the sale of 1,000,000 shares of Common Stock by Stanley Middleman in the open market from May 16, 2020 to July 6, 2020, (ii) the acquisition of 65,300
shares of Common Stock by Freedom Mortgage in the open market as described in Item 3 above, and (iii) the acquisition of 20,322 LTIP Units by Stanley Middleman pursuant to the 2013 Plan as described in Item 3 above;
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to report that Stanley Middleman no longer serves as the Chairman of the Board of the Issuer and that sole membership interest in Cherry Hill Mortgage Management, LLC, the Issuer’s external manager, has been transferred by Mr. Middleman
to a blind trust for the benefit of Mr. Middleman; and
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to report that Stanley Middleman shall cease to be reporting persons for purposes of Section 13(d) of the Exchange Act immediately after the filing of this Amendment No. 1.
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Item 5. |
Interest in Securities of the Issuer.
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1.
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Stanley Middleman
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a. |
Amount beneficially owned: 85,852
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b. |
Percent of class: 0.50%
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c. |
Number of shares as to which Mr. Middleman has:
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i. |
Sole power to vote or to direct the vote: 85,852
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ii. |
Shared power to vote or to direct the vote: 0
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iii. |
Sole power to dispose or to direct the disposition of: 85,852
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iv. |
Shared power to dispose or to direct the disposition of: 0
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CUSIP NO. 164651 101
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Page 5 of 6
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(c)
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Not applicable.
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(d)
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Not applicable.
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(e)
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The Reporting Persons ceased to be the beneficial owner of more than five percent of the class of securities on or about July 6, 2020.
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CUSIP NO. 164651 101
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Page 6 of 6
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STANLEY MIDDLEMAN:
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By:
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/s/ Stanley Middleman | |
Stanley Middleman
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