UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED

PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO

FIXED PURSUANT TO § 240.13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No.           )*

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 § 240.13d-7 for other parties to whom copies are to be sent.

* 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 disclosures provided in a prior cover page.

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).

This statement relates to the Common Stock of the Issuer, whose principal executive offices are located at 4611 12th Avenue, Suite 1L, Brooklyn, New York, 11219.

(a), (b), (c), (f) This statement is being filed by Sam Levinson (“Mr. Levinson”), a United States citizen; Trapeze, a Delaware corporation; Trapeze D, a Delaware limited liability company; and ECL, a Delaware limited liability company (together, the “Reporting Persons”).

The principal business of Mr. Levinson is investment management. Trapeze, Trapeze D and ECL are investment vehicles. Mr. Levinson has sole voting and investment control over Trapeze, Trapeze D and ECL.

Because of the relationships among the Reporting Persons, they are filing jointly solely for informational purposes. The filing of this statement is not an admission by any Reporting Person that such Reporting Person and any other Reporting Person or Reporting Persons constitute a “group” for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934 or Rule 13d-5 thereunder or for any other purpose, and except for Mr. Levinson each Reporting Person disclaims beneficial ownership of any shares of Common Stock owned by any other Reporting Person.

The address of the principal business of each of the Reporting Persons is c/o Bernath and Rosenberg, 127 Route 59, Monsey, NY 10952.

(d) During the last five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, none of the Reporting Persons have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

In formation transactions effected in connection with the Issuer’s private offering of Common Stock in August 2015 (the “Formation Transactions”), Trapeze, Trapeze D and ECL had their interests in the predecessor entities of the Issuer converted into Class B LLC Units in the following amounts: 4,464,692 Class B LLC Units to Trapeze; 1,362,039 Class B LLC Units to Trapeze D; and 1,469,548 Class B LLC Units to ECL. The Reporting Persons were issued an equal number of shares of Special Voting Stock of the Issuer for each Class B LLC Unit held. In addition, Trapeze was issued 755,939 shares of Common Stock for its interests in one of the predecessor entities of the issuer.

Each of Trapeze, Trapeze D and ECL also purchased shares of Common Stock in the private offering at $13.50 per share in the following amounts: Trapeze purchased 335,659 shares of common stock, Trapeze D purchased 61,482 shares of Common Stock, and ECL purchased 66,335 shares of Common Stock. The source of funds for these purchases was working capital.

In March, 2016, Mr. Levinson was granted 4,360 LTIP Units with an initial value of $62,500 as compensation for 2015 and 11,112 LTIP Units with an initial value of $150,000 as compensation for 2016, all of which have vested.

In connection with the Issuer’s initial public offering on February 9, 2017, Trapeze, Trapeze D and ECL each purchased shares of Common Stock from the Issuer at $13.50 per share in the following amounts: Trapeze purchased 213,334 shares of Common Stock; Trapeze D purchased 60,000 shares of Common Stock; and ECL purchased 60,000 shares of Common Stock. The source of funds for these purchases was working capital.

The Reporting Persons acquired the Common Stock for investment purposes.

Subject to regulatory restrictions, market conditions and other factors, the Reporting Persons may purchase additional securities of the Issuer, maintain their present ownership of securities of the Issuer or sell some or all of the securities of the Issuer. The Reporting Persons may modify their plans depending on the Reporting Persons’ evaluation of various factors, including the investment potential of the Common Stock, the Issuer’s business prospects and financial position, other developments concerning the Issuer, opportunities that may be available to the Issuer, the price level and availability of the Common Stock, available opportunities to acquire or dispose of the Common Stock, conditions in the securities markets and general economic and industry conditions, reinvestment opportunities and other factors deemed relevant by the Reporting Persons. In connection with the activities described above, the Reporting Persons intend, to the extent permitted under the agreements more fully described in Item 6 below, to communicate with, and express their views to, the board of directors and management of the Issuer and may communicate with, and express their views to, other persons regarding the Issuer, including, without limitation, other stockholders of the Issuer and potential strategic or financing partners.

Except as described in this Item 4, the Reporting Persons currently have no plans or proposals that relate to or would result in any transaction, event or action set forth in subsections (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right to formulate plans or make proposals, and take such action with respect thereto, including any or all of the items set forth in subsections (a) through (j) of Item 4 of Schedule 13D and any other actions, as they may determine.

(a), (b) There were 17,012,755 shares of the Common Stock of the Issuer outstanding as of February 9, 2017, as reported in the Prospectus. According to the Prospectus, there were 26,317,396 Class B LLC Units and 501,487 LTIP Units outstanding as of February 9, 2017. The calculation of percentages below is based on 17,012,755 shares of the Common Stock of the Issuer outstanding as of February 9, 2017, as reported in the Prospectus, plus the number of vested LTIP Units and Class B LLC Units beneficially owned by the applicable Reporting Person.

Due to his control over each of Trapeze, Trapeze D and ECL, Mr. Levinson may be deemed to share voting and disposition power with respect to the shares of Common Stock owned by each of these entities, in the aggregate amount of 8,749,028 shares of Common Stock, which together with the 15,742 vested LTIP Units owned by Mr. Levinson (collectively, the “Subject Shares”), represent 36.0% of the outstanding shares of the Common Stock. This number includes:

Each of Trapeze, Trapeze D and ECL may be deemed to share voting and disposition power with respect to the shares of Common Stock and Class B LLC Units owned by it, as indicated above, with Mr. Levinson.

The following table describes the beneficial ownership of Common Stock for each of the Reporting Persons:

Under the rules issued by the Securities and Exchange Commission (the “SEC”) regarding beneficial ownership of securities, beneficial ownership of Common Stock includes (i) any shares as to which the individual or entity has sole or shared voting power or investment power and (ii) any shares which could be purchased by the exercise of options at or within 60 days. Mr. Levinson has opted to include in this report his beneficial ownership of Class B LLC Units and vested LTIP Units, which are convertible into OP Units, even though ownership of such units does not constitute beneficial ownership of Common Stock under Rule 13d-3 because, pursuant to the relevant LLC agreements in the case of Class B LLC Units and the limited partnership agreement of the Operating Partnership in the case of LTIP Units, the holder of the Class B LLC Units or OP Units does not have the right to require the Issuer to exchange such units for shares of Common Stock rather than cash.

(c) In connection with the Issuer’s initial public offering on February 9, 2017, Trapeze, Trapeze D and ECL each purchased shares of Common Stock from the Issuer at $13.50 per share in the following amounts: Trapeze purchased 213,334 shares of Common Stock; Trapeze D purchased 60,000 shares of Common Stock; and ECL purchased 60,000 shares of Common Stock. The source of funds for this purchase was working capital.

(d) No other person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Subject Shares beneficially owned by any of the Reporting Persons.

(e) Not applicable.

Lock-Up Agreement

In connection with the Issuer’s initial public offering, Mr. Levinson entered into a Lock-Up Agreement, dated as of February 8, 2017 (the “Lock-Up Agreement”), with FBR Capital Markets & Co. and Raymond James & Associates, Inc., as representatives for the underwriters in the initial public offering (the “Representatives”), pursuant to which Mr. Levinson agreed, subject to certain exceptions, that for a period of 180 days after February 9, 2017, he would not, without the prior written consent of the Representatives which may be withheld or delayed in the Representatives’ sole discretion:

Registration Rights Agreements

Pursuant to the registration rights agreement entered into in connection with the private offering by and between the Issuer and FBR Capital Markets & Co., dated August 3, 2015, as amended on July 7, 2016, November 3, 2016 and February 2, 2017 (the “Registration Rights Agreement”), the Issuer is required, among other things, to use commercially reasonable efforts to cause a shelf registration statement registering the shares of Common Stock purchased by the Reporting Persons in the private offering described above, to be declared effective by the SEC no later than March 31, 2017.

In addition, the Issuer and certain persons receiving shares of Common Stock and Class B LLC Units in connection with the private offering, including Trapeze, Trapeze D and ECL, entered into a Registration Rights Agreement, dated as of August 3, 2015, which provides for the registration of such shares of Common Stock and shares of Common Stock that are issuable upon the exchange of Class B LLC Units issued in the Formation Transactions described above.

(a) Joint Filing Agreement, dated as of February 21, 2017, by and among Sam Levinson, Trapeze Inc., Trapeze D Holdings LLC and ECL Holdings LLC

(b) Lock-Up Agreement, dated as of February 8, 2017, by Sam Levinson with FBR Capital Markets & Co., Raymond James & Associates, Inc., as representatives of the underwriters in the initial public offering

(c) Registration Rights Agreement, dated as of August 3, 2015 between Clipper Realty Inc. and FBR Capital Markets & Co. (incorporated by reference to Exhibit 10.5 to the Registration Statement (on Form S-11 (333-214021) of the Issuer))

(d) Registration Rights Agreement, dated as of August 3, 2015 among Clipper Realty Inc. and each of the Holders from time to time party thereto (incorporated by reference to Exhibit 10.6 to the Registration Statement (on Form S-11 (333-214021) of the Issuer))

(e) Amendment No. 1 to Registration Rights Agreement, dated as of July 7, 2016 between Clipper Realty Inc. and FBR Capital Markets & Co. (incorporated by reference to Exhibit 10.43 to the Registration Statement (on Form S-11 (333-214021) of the Issuer))

(f) Amendment No. 2 to Registration Rights Agreement, dated as of November 3, 2016 between Clipper Realty Inc. and FBR Capital Markets & Co. (incorporated by reference to Exhibit 10.50 to the Registration Statement (on Form S-11 (333-214021) of the Issuer))

(g) Amendment No. 3 to Registration Rights Agreement, dated as of February 2, 2017 between Clipper Realty Inc. and FBR Capital Markets & Co. (incorporated by reference to Exhibit 10.53 to the Registration Statement (on Form S-11 (333-214021) 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.

Exhibit 99(a)

JOINT FILING AGREEMENT

This will confirm the agreement by and among all the undersigned that the Schedule 13D filed on or about this date and any amendments thereto with respect to the beneficial ownership by the undersigned of shares of common stock, $0.01 par value per share, of Clipper Realty Inc. is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934. This agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The execution and filing of this agreement shall not be construed as an admission that the undersigned are a group, or have agreed to act as a group.

Exhibit 99(b)

EXECUTION VERSION

Lock-Up Agreement

February 8, 2017

FBR Capital Markets & Co.

Raymond James & Associates, Inc.

c/o FBR Capital Markets & Co.

1300 N. 17^th Street, Suite 1400

Arlington, Virginia 22209

Ladies and Gentlemen:

The undersigned understands and agrees as follows:

1. FBR Capital Markets & Co. and Raymond James & Associates, Inc. (the “Representatives”) propose to enter into an Underwriting Agreement (the “Agreement”) with Clipper Realty Inc., a Maryland corporation (the “Company”) and Clipper Realty L.P., a Delaware limited partnership, providing for (a) the public offering by the several Underwriters of shares of the Company’s common stock, $0.01 par value per share (“Common Stock”) pursuant to a registration statement on Form S-11 filed with the Securities and Exchange Commission (the “Commission”) and (b) an option for the several underwriters named in the Agreement (the “Underwriters”) to offer additional shares of the Company’s common stock (the transactions referred to in (a) and (b) are collectively referred to as the “Offering”).

2. In recognition of the benefit that the Offering will confer upon the undersigned and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the undersigned, the undersigned hereby agrees that, without the prior written consent of the Representatives (which consent may be withheld or delayed in the Representatives’ sole discretion), he, she or it will refrain during the period commencing on the date of the Agreement and ending on the date that is 180 days after the date of the Agreement (the “Restricted Period”), from (i) offering, pledging, selling, contracting to sell, selling any option or contract to purchase, purchasing any option or contract to sell, granting any option, right or warrant for the sale of, lending or otherwise disposing of or transferring, directly or indirectly, any Common Stock, or any securities convertible into or exercisable or exchangeable for Common Stock owned directly by the undersigned or with respect to which the undersigned has beneficial ownership within the rules and regulations of the Commission (collectively, “Securities”), or (ii) entering into any swap or other arrangement that transfers to another, in whole or in part, directly or indirectly, any of the economic consequences of ownership of Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other Securities, in cash or otherwise.

Notwithstanding the foregoing, subject to applicable securities laws and the restrictions contained in the Company’s charter, the undersigned may transfer any Securities (including, without limitation, notes, options, warrants, preferred stock and Common Stock, including any securities into which the foregoing may be converted) as follows: (i) pursuant to the exercise or conversion of securities of the Company or any subsidiary of the Company, including, without limitation, options, warrants, notes, preferred stock, partnership interests or limited liability company interests; (ii) as a bona fide gift or gifts, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein; (iii) to any affiliate of the undersigned, which affiliate is a controlling person of the undersigned or a person or entity controlled by the undersigned, provided that the transferee agrees to be bound in writing by the restrictions set forth herein; (iv) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein; (v) to or from any grantor retained annuity trust established by the undersigned or to or from continuing trusts for the undersigned’s immediate family members, provided that the trustee of any trust agrees to be bound in writing by the restrictions set forth herein; (vi) as an indirect or direct distribution to stockholders, partners or members of the undersigned, provided that such stockholders, partners, or members agree to be bound in writing by the restrictions set forth herein; (vii) any transfer required under any benefit plans or the Company’s charter or bylaws; (viii) as required by participants in the Company’s stock incentive plan in order to reimburse or pay federal income tax and withholding obligations in connection with vesting of restricted stock grants, LTIP units or the exercise of stock options or warrants (ix) as collateral for any loan, provided that the lender agrees in writing to be bound by the restrictions set forth herein; (x) in or in connection with any merger, consolidation, combination or sale of all or substantially all the assets of the Company where all the shareholders will receive equal consideration for their interests and in or in connection with any tender offer or other offer to purchase at least 90% of the Common Stock of the Company; or (xi) with respect to sales of Securities acquired after the closing of the Offering in the open market; provided, however, that in the case of any transfer or disposition pursuant to clauses (i) through (ix) no filing under Section 16 of the Securities Exchange Act of 1934, as amended, reporting a reduction in beneficial ownership of Securities, is required as a result of such transfer or otherwise made. For purposes of this agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.

Notwithstanding the foregoing, nothing shall prevent the undersigned from, or restrict the ability of the undersigned to, (i) purchase securities on the open market or (ii) exercise or convert any options, warrants or other convertible securities issued to or held by the undersigned, including those granted under any benefit plan of the Company.

3. The undersigned hereby authorizes the Company during the Restricted Period to cause any transfer agent for the Common Stock to decline to transfer, and to note stop transfer restrictions on the stock register and other records relating to the Securities.

4. The undersigned hereby further agrees that, without the prior written consent of the Representatives, during the Restricted Period the undersigned will not file or cause to be filed with the Commission any registration statement, or circulate or cause to be circulated any preliminary or final prospectus or other disclosure document with respect to any proposed offering or sale of Securities.

5. The undersigned acknowledges that the Underwriters are relying on the agreements of the undersigned set forth herein in making their decisions to enter into the Agreement and to continue their efforts in connection with the Offering. Any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned from the date first above written.

6. This Lock-Up Agreement shall automatically terminate and the undersigned will be released from all of his, her or its obligations hereunder upon the earliest to occur, if any, of the following: (i) prior to the execution of the Agreement, the Company advises the Representatives in writing, that it has determined not to proceed with the Offering, (ii) the Company files an application with the Commission to withdraw the registration statement related to the Offering, (iii) the Agreement is executed but is terminated (other than with respect to the provisions thereof which survive termination) prior to payment for and delivery of the shares of Common Stock to be sold thereunder, or (iv) March 17, 2017, in the event that the Agreement has not been executed by such date.

6. This Lock-Up Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflict of laws.

7. This Lock-Up Agreement may be executed in one or more counterparts and delivered by facsimile or pdf, each of which shall be deemed to be an original but all of which shall constitute one and the same agreement.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the undersigned has executed this Lock-Up Agreement, or caused this Lock-Up Agreement to be executed, as of the date first written above.

[Clipper Realty Inc. Initial Public Offering Lock-Up Signature Page]