Statement of Changes in Beneficial Ownership (4)
13 August 2014 - 7:22AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Otto Alexander
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2. Issuer Name
and
Ticker or Trading Symbol
DDR CORP
[
DDR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
KG CURA VERMOGENSVERWALTUNG G.M.B.H.&CO., WANDSBEKER STR. 3-7
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3. Date of Earliest Transaction
(MM/DD/YYYY)
8/8/2014
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(Street)
HAMBURG, 2M 22179
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Call Option (obligation to sell)
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$15.6016
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8/8/2014
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E
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V
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6810538
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(1)
(2)
(3)
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(1)
(2)
(3)
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Common Stock
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6810538
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$0.00
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0
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D
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Call Option (obligation to sell)
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$15.5692
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8/8/2014
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S
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6810538
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(4)
(5)
(6)
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(4)
(5)
(6)
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Common Stock
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6810538
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$0.00
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6810538
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D
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Explanation of Responses:
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(
1)
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On August 8, 2014, the covered call option written by Mr. Alexander Otto ("Mr. Otto") pursuant to the second amended covered call option agreement (the "Second Amended Covered Call Agreement"), dated June 18, 2013, to cover a period of 12 months, was cancelled and rolled forward into the Third Amended Covered Call Agreement (as defined and discussed in Footnotes 3 and 4). Pursuant to the Second Amended Covered Call Agreement, Mr. Otto wrote a covered call option with respect to 6,810,538 shares beneficially owned by Mr. Otto, which was separated into 15 separate components containing an aggregate amount of 6,810,538 call options: 14 of which contain 454,035 call options and 1 of which contains 454,048 call options. (Continued to Footnote 2)
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(
2)
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(Continued from Footnote 1) All of the call options under the Second Amended Covered Call Agreement had an exercise price of $15.6016 per share, which was determined on June 18, 2013. There was no premium for Mr. Otto under the Second Amended Covered Call Agreement. (Continued to Footnote 3)
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(
3)
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(Continued from Footnote 2) Each of the 14 components containing 454,035 call options would have expired on August 15, 18, 19, 20, 21, 22, 25, 26, 27, 28 and 29, 2014 and September 2, 3, and 4, 2014, respectively, and the component containing 454,048 call options would have expired on September 5, 2014 (for each component, the "Second Amended Expiration Date"). The call options constituting each component of the covered call option could have been exercised only on the Second Amended Expiration Date for that component. The underlying shares with respect to the options are pledged by Mr. Otto until such time as the options expire. (Continued to Footnote 4)
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(
4)
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(Continued from Footnote 3) On August 8, 2014, Mr. Otto rolled forward the Second Amended Covered Call Agreement by amending and restating the terms and conditions of the Second Amended Covered Call Agreement (as amended and restated, the "Third Amended Covered Call Agreement"). In the Third Amended Covered Call Agreement, the exercise price was decreased and the expiration or maturity dates of the call options were extended. The amount of shares subject to the Third Amended Covered Call Agreement remains the same. Pursuant to the Third Amended Covered Call Agreement, Mr. Otto wrote a covered call option with respect to 6,810,538 shares beneficially owned by Mr. Otto, which is separated into 15 separate components containing an aggregate amount of 6,810,538 call options: 14 of which contain 454,035 call options and 1 of which contains 454,048 call options. (Continued to Footnote 5)
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(
5)
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(Continued from Footnote 4) All of the call options under the Third Amended Covered Call Agreement have an exercise price of $15.5692, which was determined on August 8, 2014. There is no premium for Mr. Otto under the Third Amended Covered Call Agreement. (Continued to Footnote 6)
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(
6)
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(Continued from Footnote 5) Each of the 14 components containing 454,035 call options expires on August 17, 18, 19, 20, 21, 24, 25, 26, 27, 28, and 31, 2015 and September 1, 2 and 3, 2015, respectively, and the component containing 454,048 call options expires on September 4, 2015 (for each component, the "Third Amended Expiration Date"). The call options constituting each component of the covered call option may be exercised only on the Third Amended Expiration Date for that component. The underlying shares with respect to the options are pledged by Mr. Otto until such time as the options expire.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Otto Alexander
KG CURA VERMOGENSVERWALTUNG G.M.B.H.&CO.
WANDSBEKER STR. 3-7
HAMBURG, 2M 22179
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X
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Signatures
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/s/ Henning Eggers, By: Henning Eggers, managing director of KG CURA Vermogensverwaltung G.m.b.H. & Co,, For: Alexander Otto
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8/12/2014
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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