UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities
Exchange Act of 1934
(Amendment No.
2)*
Condor Hospitality
Trust, Inc.
(Name of Issuer)
Common Stock, $0.01
par value
(Title of Class of
Securities)
(CUSIP Number)
December 31, 2021
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 13d1(b)
o Rule 13d1(c)
o Rule 13d1(d)
*The remainder of this cover page
shall be filled out for a reporting person’s 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).
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1
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NAME OF REPORTING
PERSON
Gardner Lewis Asset
Management, L.P.
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|
2
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CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP *
[_]
[_]
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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
285 Wilmington –
West Chester Pike, Chadds Ford, PA 19317
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
0
|
|
7
|
SOLE DISPOSITIVE
POWER
0
|
|
8
|
SHARED DISPOSITIVE
POWER
0
|
|
9
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
10
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_]
|
|
11
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9
0
|
|
12
|
TYPE OF REPORTING
PERSON
IA
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|
|
|
|
|
|
1
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NAME OF REPORTING
PERSON
Gardner Lewis Asset
Management, Inc.
|
|
0
2
|
CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP *
[_]
[_]
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE
OF ORGANIZATION
285 Wilmington –
West Chester Pike, Chadds Ford, PA 19317
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
0
|
|
7
|
SOLE DISPOSITIVE
POWER
0
|
|
8
|
SHARED DISPOSITIVE
POWER
0
|
|
9
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
10
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_]
|
|
11
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9
0
|
|
12
|
TYPE OF REPORTING
PERSON
CO
|
|
|
|
|
|
|
1
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NAME OF REPORTING
PERSON
Gardner Lewis Merger
Arbitrage Ex Holdings, LLC
|
|
2
|
CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP *
[_]
[_]
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE
OF ORGANIZATION
285 Wilmington –
West Chester Pike, Chadds Ford, PA 19317
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
0
|
|
7
|
SOLE DISPOSITIVE
POWER
0
|
|
8
|
SHARED DISPOSITIVE
POWER
0
|
|
9
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
10
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_]
|
|
11
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9
0
|
|
12
|
TYPE OF REPORTING
PERSON
PN
|
|
|
|
|
|
|
1
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NAME OF REPORTING
PERSON
Gardner Lewis Merger
Arbitrage EX Master Fund, Ltd.
|
|
0
2
|
CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP *
[_]
[_]
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE
OF ORGANIZATION
285 Wilmington –
West Chester Pike, Chadds Ford, PA 19317
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
0
|
|
7
|
SOLE DISPOSITIVE
POWER
0
|
|
8
|
SHARED DISPOSITIVE
POWER
0
|
|
9
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
10
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_]
|
|
11
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9
0
|
|
12
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TYPE OF REPORTING
PERSON
OO
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Item 1.
Condor Hospitality Trust,
Inc.
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(b)
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Address of Issuer’s Principal Executive Offices:
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1800 West Pasewalk Ave,
Suite 120
Norfolk, NE 68701
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(a)
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Name of Person Filing
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Gardner Lewis Asset Management,
L.P.
Gardner Lewis Asset Management,
Inc.
Gardner Lewis Merger
Arbitrage Ex Holdings, LLC
Gardner Lewis Merger
Arbitrage EX Master Fund, Ltd.
|
|
(b)
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Address of Principal Business Office
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285 Wilmington –
West Chester Pike, Chadds Ford, PA 19317
|
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(c)
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Citizenship: United States of America
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|
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(d)
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Title of Class of Securities: Common Stock, par value $0.01
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(e)
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CUSIP Number: 20676Y403
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Item 3. If
this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:
[_] Broker or Dealer
registered under Section 15 of the Act.
[_] Bank as defined
in section 3(a)(6) of the Act
[_] Insurance Company
as defined in section 3(a)(19) of the Act
[_] Investment Company
registered under section 8 of the Investment Company Act
[X] Investment Advisor
registered under section 203 of the Investment Advisers Act of 1940
[_] Employee Benefit
Plan or Endowment Fund in accordance with 240.13d-1(b)(1)(ii)(F)
[X] A parent holding company or
control person in accordance with 240.13d-1(b)(1)(ii)(G) (Note: See Item 7)
[_] A savings associations as defined
in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
[_] 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
(15 U.S.C. 80a-3);
[_] Group, in accordance with 240.13d-1(b)(1)(ii)(H)
Item 4. Ownership
Gardner Lewis Asset
Management, L.P. (“GLAM”)
Gardner Lewis Asset Management, Inc. (“GLAM
GP”)
Gardner Lewis Merger
Arbitrage Ex Holdings, LLC (“Fund”)
Gardner Lewis Merger
Arbitrage EX Master Fund, Ltd. (“Fund Member”)
The Fund Member is a private investment fund. The
Fund is wholly owned by the Fund Member. GLAM is the investment manager and managing member of the Fund and the investment manager of
the Fund Member. GLAM GP is the general partner of GLAM. W. Whitfield Gardner is the sole shareholder of GLAM GP.
GLAM advises private funds and client accounts including
the Fund and the Fund Member. GLAM GP is the general partner of GLAM. W. Whitfield Gardner is the sole shareholder of GLAM
GP.
In its capacity as advisor to private funds and accounts,
GLAM has voting authority and dispositive discretion over the securities of the Issuer described in this Schedule 13G that are owned
by the private funds and client accounts advised by GLAM. The pecuniary interest of all securities reported in this Schedule
13G is owned by the private funds and client accounts advised by GLAM. Except for the purpose of determining beneficial ownership
under Section 13(d) of the Securities Exchange Act of 1934, as amended, GLAM, GLAM GP and Mr. Gardner each disclaims beneficial ownership
of all securities reported in this Schedule 13G.
(a) Amount beneficially
owned:
0 shares of Common
Stock by GLAM and GLAM GP
0 shares of Common
Stock by the Fund and the Fund Member
(b) Percent of class:
Approximately 0% for GLAM and GLAM
GP and 0% for Fund and Fund Member as of the date of filing this statement. Based on 12,014,743 shares of Common Stock issued and outstanding
as of September 30, 2021 as reported on the Issuer’s Form 10-Q filed on November 2, 2021.
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(c)
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Number of shares as to which such person has:
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(i) sole power
to vote or to direct the vote: 0
(ii) shared
power to vote or to direct the vote: See Item 4(a) above.
(iii) sole
power to dispose or to direct the disposition of: 0
(iv) shared
power to dispose or to direct the disposition of : See Item 4(a) above.
Item 5. Ownership
of Five Percent or Less of a Class.
Item 6. Ownership
of More than Five Percent on Behalf of Another Person.
The Fund has granted
to GLAM, as investment manager, the sole power to manage the Fund’s investments.
Item 7. Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
Item 8. Identification
and Classification of Members of the Group
Item 9. Notice
of Dissolution of Group
Item 10. Certifications
By signing below I certify that,
to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not
acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction have such purposes or effect.
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.
Gardner Lewis Asset Management, L.P.
By: Gardner Lewis Asset Management, Inc., its general partner
Dated: January 18, 2022 By: /s/ W. Whitfield Gardner
W. Whitfield Gardner
Chairman and CEO
Gardner Lewis Asset Management, Inc.
Dated: January 18, 2022 By: /s/ W. Whitfield Gardner
W. Whitfield Gardner
Chairman and CEO
Gardner Lewis Merger Arbitrage Ex Holdings,
LLC
By: Gardner Lewis Asset Management, L.P., its managing member
By: Gardner Lewis Asset Management, Inc., its general partner
Dated: January 18, 2022 By: /s/ W. Whitfield Gardner
W. Whitfield Gardner
Chairman and CEO
Gardner Lewis Merger Arbitrage EX Master
Fund, Ltd.
Dated: January 18, 2022 By: /s/ W. Whitfield Gardner
W. Whitfield Gardner
Director
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1)
under the Securities exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons
(as such term is used in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments
thereto) with respect to the Common Stock, par value $0.01 per share, of Condor Hospitality Trust, Inc. and that this Agreement be included
as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts all of which taken together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute the Agreement this 18th
day of January, 2022.
Gardner Lewis Asset Management, L.P.
By: Gardner Lewis Asset Management, Inc., its general partner
Dated: January 18, 2022 By: /s/ W. Whitfield Gardner
W. Whitfield Gardner
Chairman and CEO
Gardner Lewis Asset Management, Inc.
Dated: January 18, 2022 By: /s/ W. Whitfield Gardner
W. Whitfield Gardner
Chairman and CEO
Gardner Lewis Merger Arbitrage Ex Holdings, LLC
By: Gardner Lewis Asset Management, L.P., its managing member
By: Gardner Lewis Asset Management, Inc., its general partner
Dated: January 18, 2022 By: /s/ W. Whitfield Gardner
W. Whitfield Gardner
Chairman and CEO
Gardner Lewis Merger Arbitrage EX Master Fund, Ltd.
Dated: January 18, 2022 By: /s/ W. Whitfield Gardner
W. Whitfield Gardner
Director
Condor Hospitality (AMEX:CDOR)
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