Form SCHEDULE 13D/A Postal Realty Trust, Filed by: Spodek Andrew
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
|
Postal Realty Trust, Inc. (Name of Issuer) |
Class A Common Stock, par value $0.01 per share (Title of Class of Securities) |
(CUSIP Number) |
Andrew Spodek c/o Postal Realty Trust, Inc., 75 Columbia Avenue Cedarhurst, NY, 11516 516-295-7820 James V. Davidson Hogan Lovells Cadwalader US LLP, 555 Thirteenth Street NW Washington, DC, 20004 202-637-5600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
09/04/2026 (Date of Event Which Requires Filing of This Statement) |
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).
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Andrew Spodek | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
971,128.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Share amounts for "Sole Voting Power" (row 7), "Sole Dispositive Power" (row 9) and "Aggregate Amount Beneficially Owned By Each Reporting Person" (row 11) include (i) 29,346 shares of Class A common stock, par value $0.01 per share ("Common Stock") directly owned by Mr. Spodek, (ii) 277,518 shares of Common Stock owned indirectly by Mr. Spodek through the 2016 Spodek Family Trust, (iii) 637,058 shares of Common Stock that were previously directly owned by Mr. Spodek for which he retains voting control) and (iv) 27,206 shares of Class B common stock, par value $0.01 per share ("Class B Common Stock"). Each share of Class B Common Stock is convertible at any time at the option of Mr. Spodek into one share of Common Stock and has no expiration date. These share amounts reflect all the shares of Common Stock for which Mr. Spodek has sole voting and dispositive power, that are either currently convertible into Common Stock or are convertible into Common Stock within 60 days.
In addition to the Common Stock and Class B Common Stock reported herein, Mr. Spodek also owns (1) 1,418,412 Operating Partnership Units ("OP Units") of Postal Realty LP (the "Operating Partnership"), a majority owned subsidiary of the Issuer which the Issuer is the sole general partner (including 85,300 OP Units acquired by Mr. Spodek in connection with the contribution of certain properties to the Issuer effective September 4, 2026), and (2) 1,164,073 long term incentive units ("LTIP Units") of the Operating Partnership (including 1,000,436 units not yet vested). Although Mr. Spodek's OP Units and LTIP Units provide him with the right to convert such units into an equivalent number of shares of Common Stock, such conversion rights (x) are not presently convertible within 60 days of the date hereof or (y) currently relate to unvested LTIP Units. Accordingly, Mr. Spodek disclaims beneficial ownership of any shares of Common Stock issuable upon the conversion of OP Units or LTIP Units at this time. As of the date hereof, Mr. Spodek and his affiliates owned approximately 33.28% of the outstanding OP Units (including LTIP Units) that are not owned by the Issuer, which, when aggregated with the 3.2% of Common Stock beneficially owned by Mr. Spodek, represent an approximate 9.2% beneficial economic interest in the Issuer on a fully diluted basis.
The "Percent of Class Represented by Amount in Row (11)"(row 13) is based on 30,248,873 shares of Common Stock, and 27,206 shares of Class B Common Stock issued and outstanding as reported by the Issuer on its Quarterly Report on Form 10-Q filed with the Securities & Exchange Commission on August 4, 2026.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock, par value $0.01 per share | |
| (b) | Name of Issuer:
Postal Realty Trust, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
75 Columbia Avenue, Cedarhurst,
NEW YORK
, 11516. | |
Item 1 Comment:
This Amendment No. 1 to Statement on Schedule 13D (this "Amendment No. 1") amends the Statement on Schedule 13D initially filed by Andrew Spodek with the Securities and Exchange Commission on May 24, 2019 (the "Original Schedule 13D" and, collectively with this Amendment, the "Schedule 13D") with respect to the Class A common stock, par value $0.01 per share ("Common Stock"), in Postal Realty Trust, Inc., a Maryland corporation (the "Issuer"). Capitalized terms used but not defined herein have the meanings given to such terms in the Original Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Original Schedule 13D is hereby amended and supplemented by incorporating the information set forth in Items 5 and 6 below into this Item 4 by reference. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Mr. Spodek is the beneficial owner of, and has the sole power to vote or direct the vote and to dispose or to direct the disposition of, 971,128 shares of Common Stock and Class B Common Stock comprised of (i) 29,346 shares of Common Stock directly owned by Mr. Spodek, (ii) 277,518 shares of Common Stock owned indirectly by Mr. Spodek through the 2016 Spodek Family Trust, (iii) 637,058 shares of Class A common stock that were previously directly owned by Mr. Spodek for which he retains voting control and (iv) 27,206 shares of Class B Common Stock which are convertible into Common Stock at any time by Mr. Spodek. In addition to the Common Stock and Class B Common Stock reported herein, Mr. Spodek also owns (1) 1,418,412 OP Units (including 85,300 OP Units acquired by Mr. Spodek in connection with the contribution of certain properties to the Issuer effective September 4, 2026), and (2) 1,164,073 LTIP units (including 1,000,436 units not yet vested). Although Mr. Spodek's OP Units and LTIP Units provide him with the right to convert such units into an equivalent number of shares of Common Stock, such conversion rights (x) are not presently convertible within 60 days of the date hereof or (y) currently relate to unvested LTIP Units. Accordingly, Mr. Spodek disclaims beneficial ownership of any shares of Common Stock issuable upon the conversion of OP Units or LTIP Units at this time. | |
| (b) | There is no shared power to vote or to direct the vote, or shared power to dispose or to direct the disposition of, any shares of Common Stock referenced in paragraph 5(a). | |
| (c) | Except as reported herein, Mr. Spodek has not engaged in any transactions in the Common Stock during the past 60 days. | |
| (d) | Except as reported in Item 6, no other person is known to Mr. Spodek to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock covered by this Schedule 13D. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Original Schedule 13D is amended and supplemented by adding the following disclosure to Item 6:
The 637,058 shares beneficially owned by Mr. Spodek are shares of Common Stock that were previously directly owned by Mr. Spodek and for which Mr. Spodek retains voting control.
As previously disclosed in the Original Schedule 13D, pursuant to the Articles of Amendment and Restatement of the Issuer, filed with the Secretary of State of the State of Maryland on May 15, 2019 (the "Articles"), no person may beneficially or constructively own a number of shares of Common Stock in excess of 8.5% (in value or in number of shares, whichever is more restrictive) of the aggregate of the outstanding shares of Common Stock (including any Class B Common Stock then issued and outstanding), or such percentage as determined by the Board. Mr. Spodek has been designated as an "Excepted Holder" pursuant to the Articles, which permits Mr. Spodek to beneficially or constructively own up to 15% in value or number of shares, whichever is more restrictive, of the outstanding shares of Common Stock (such limit, the "Spodek Excepted Holder Limit"). If at any time Mr. Spodek beneficially or constructively owns more than the Spodek Excepted Holder Limit, the Board may retroactively establish or increase such limit pursuant to the Articles. The Spodek Excepted Holder Limit will apply so long as the Issuer qualifies as a real estate investment trust for U.S. federal income tax purposes.
Other than as described herein, there are no contracts, arrangements, understandings or relationships among Mr. Spodek, on the one hand, and the Issuer or any other person, on the other hand, with respect to the Common Stock of the Issuer. | ||
| 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.
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