UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1*)

Condor Hospitality Trust, Inc.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

86852R108

(CUSIP Number)

Jason Ment

General Counsel

4275 Executive Square, Suite 500

La Jolla, California 92037

Telephone: (858) 558-9700

With a copy to:

Bradley C. Brasser

Jones Day

77 West Wacker Drive

Chicago, Illinois 60601

(312) 782-3939

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

February 28, 2017

(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 Rule 13d-1(e), 13d-1(f) or 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 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).

(Continued on following pages)

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This Amendment No. 1 to the Statement on Schedule 13D amends the Statement on Schedule 13D originally filed with the Securities and Exchange Commission on March 25, 2016, which relates to the shares of common stock, $0.01 par value per share (the “Common Stock”), of Condor Hospitality Trust, Inc., a Maryland corporation (“Issuer”).

This Amendment No. 1 to Schedule 13D amends and supplements the Schedule 13D as follows. Except as provided herein, this Amendment No. 1 does not modify any of the information previously reported on such Schedule 13D, including any amendment thereto.

The response to Item 4 is incorporated by reference herein.

On February 28, 2017, Issuer entered into a series of agreements providing for:

The purpose of the transactions described herein are for Investco, together with StepStone REP III (GP), LLC, StepStone Group Real Estate LP and StepStone Group Real Estate Holdings LLC, to acquire a substantial interest in the Issuer.

Agreement

On February 28, 2017, Investco and Issuer entered into an agreement (the “Agreement”) pursuant to which the Issuer issued 437,262 shares of Series E Stock on the same date as consideration for Investco to convert its Series D Stock into Common Stock. As of March 3, 2017, the Reporting Persons may be deemed to own 20,802,873 Common Stock, representing approximately 47.3% of the Issuer’s outstanding voting stock, which includes Common Stock issuable, after certain shareholder approvals are obtained, upon the conversion, on or after February 28, 2019, of up to 437,262 shares of Series E Stock directly held by Investco. The Reporting Persons have assumed the conversion of Series E Stock at a conversion price of $2.13 for each share of Common Stock, which is equal to the rate of 4.69 shares of common stock for each share of Series E Stock. All Reporting Persons other than Investco are filing this Amendment No. 1 to Schedule 13D because they may be deemed to be the beneficial owner of the Common Stock and Series E Shares held by Investco.

Following the conversion, no shares of Series D Stock remained outstanding.

The responses to Item 4 is incorporated by reference herein.

EXHIBIT A    Articles Supplementary of the Issuer classifying and establishing the Series E Stock and filed as a supplement to the Amended and Restated Articles of Incorporation, as amended, of Issuer, incorporated herein by reference to Exhibit 3.2 of the Current Report on Form 8-K filed by the Issuer on March 2, 2017.

EXHIBIT B    The Agreement is incorporated herein by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by the Issuer on March 2, 2017.

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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.