UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5 )*

Centerline Holding Company

(Name of Issuer)

Common Shares of Beneficial Interest

(Title of Class of Securities)

15188T108

(CUSIP Number)

Andrew L. Farkas

c/o Island Capital Group LLC

717 Fifth Avenue, 18th Floor

New York, New York 10022

(212) 705-5000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 18, 2011

(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.   ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

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).

Potential persons who are to 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.

The percentage of the Common Shares of the Issuer that is reported as beneficially owned by the Reporting Persons is computed in accordance with Securities and Exchange Commission rules.

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The percentage of the Common Shares of the Issuer that is reported as beneficially owned by the Reporting Persons is computed in accordance with Securities and Exchange Commission rules.

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The percentage of the Common Shares of the Issuer that is reported as beneficially owned by the Reporting Persons is computed in accordance with Securities and Exchange Commission rules.

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The percentage of the Common Shares of the Issuer that is reported as beneficially owned by the Reporting Persons is computed in accordance with Securities and Exchange Commission rules.

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The percentage of the Common Shares of the Issuer that is reported as beneficially owned by the Reporting Persons is computed in accordance with Securities and Exchange Commission rules.

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The percentage of the Common Shares of the Issuer that is reported as beneficially owned by the Reporting Persons is computed in accordance with Securities and Exchange Commission rules.

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Item 1. Security and Issuer

This Amendment No. 5 (this “Amendment No. 5”) to Schedule 13D amends and supplements the Statement on Schedule 13D originally filed on March 15, 2010, and amended on March 16, 2010, April 23, 2010, October 18, 2010 and November 7, 2011, with respect to the common shares of beneficial interest of Centerline Holding Company, a Delaware statutory trust created and existing under the Delaware Statutory Trust Act (the “Issuer”). The principal executive offices of the Issuer are located at 625 Madison Avenue, New York, New York, 10022.

Certain terms used but not defined in this Amendment No. 5 have the meanings assigned thereto in the Schedule 13D. The Schedule 13D is hereby amended and supplemented by this Amendment No. 5 as follows:

Item 4. Purpose of Transaction

Item 4 is amended by deleting the last sentence in the second paragraph thereof in its entirety and replacing it with the following sentence:

Pursuant to Amendment No. 2 (“Amendment No. 2”) to the RSA Purchase Agreement, dated as of November 18, 2011, between RSA and Capital Partners, the Option is exercisable until March 5, 2013 (which is 12 months later than the original expiration date), unless earlier terminated as provided in the RSA Purchase Agreement, at an exercise price equal to the fair market value of the shares subject to the Option on the date of exercise.

Item 4 is amended by adding the following:

The descriptions of Amendment No. 1 and Amendment No. 2 are qualified in their entirety by reference to the complete terms of Amendment No. 1 and Amendment No. 2, respectively, which are attached as exhibits hereto and incorporated herein by reference.

Item 5. Interest in Securities of the Issuer

Item 5 is amended by deleting the first sentence in the first paragraph thereof in its entirety and replacing it with the following sentence:

(a) and (b) The calculations in this Schedule 13D are based on 349.2 million Common Shares of the Issuer outstanding as of November 11, 2011 as reported in the Issuer’s Form 10-Q for the quarterly period ended September 30, 2011 filed with the Securities and Exchange Commission on November 14, 2011.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

See Item 4.

Item 7. Material to be Filed as Exhibits

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Page 9 of 9

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.

Date: November 18, 2011

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Exhibit 1

AMENDMENT NO. 2 TO PURCHASE AND SALE AGREEMENT

Amendment No. 2 dated as of November 18, 2011 (this “Amendment”), to that certain Purchase and Sale Agreement (“PSA”), dated as of March 5, 2010 between RELATED SPECIAL ASSETS LLC, a Delaware limited liability company (“Seller”) and C-III CAPITAL PARTNERS LLC, a Delaware limited liability company (the “Purchaser”), as amended by Amendment No. 1 to the PSA, dated as of November 4, 2011 by and between Seller and Purchaser (collectively as amended, the “Amended PSA”) Each of the Seller and the Purchaser may also be referred to as a “Party” or collectively as the “Parties.”

RECITALS

WHEREAS, pursuant to this Amendment, the Parties wish to amend Section 5.5(a) of the Amended PSA to provide that the Option Period (as defined therein) during which Seller may exercise its option to purchase 33,654,639 shares of Centerline Holding Company from Purchaser would be extended from March 5, 2012 (e.g. the second anniversary of the Centerline Closing) until March 5, 2013 (e.g. the third anniversary of the Centerline Closing).

NOW, THEREFORE, in consideration of the respective agreements set forth herein, and other good and valid consideration, the receipt and sufficiency of which is hereby mutually acknowledged, the Parties hereto hereby agree as follows:

“(a) The Purchaser hereby grants the Seller an option (the “Option”) to purchase 33,654,639 CHC Common Shares including any shares or other securities into which the CHC Common Shares are reclassified, converted or exchanged, and adjusted to reflect any split or reverse split of any such shares or other securities. The exercise price for any CHC Common Shares shall be equal to the fair market value of such shares on the date the Option is exercised (the “Exercise Price”), and shall be payable in cash by wire transfer of immediately available funds to an account designated by the Purchaser. The Seller may exercise the Option during the period commencing on the 31st day following the consummation of the transactions contemplated by Section 2.1 of the Centerline Purchase Agreement (the “Centerline Closing”) and ending on the third anniversary of the Centerline Closing, unless earlier terminated as provided below (the “Option Period”). The Option may be exercised on no more than two occasions during the Option Period and, on each occasion, the Seller may elect to purchase all or a portion of the Shares and or the CHC Common Shares that are the subject of the Option; provided, however, that the Option Period shall terminate immediately upon the closing of the purchase and sale of any Option Shares following the Seller’s second exercise, if any, of the Option.”

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[SIGNATURE PAGES TO FOLLOW]

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IN WITNESS THEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the date first written above.

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