SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________

SCHEDULE 13D

under the Securities Exchange Act of 1934

(Amendment No. 3)

_______________________

CBL & ASSOCIATES PROPERTIES, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

124830100

(CUSIP Number of Class

of Securities)

_______________________

______________________________________________________________________

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

September 29, 2020 

(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), 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 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 Amendment No. 3 to Schedule 13D amends certain information contained in the Schedule 13D filed by Exeter Capital Investors, L.P., a Delaware limited partnership, Exeter Capital GP LLC, a Delaware limited liability company, WEM Exeter LLC, a Delaware limited liability company, and Michael L. Ashner with the Securities and Exchange Commission on August 26, 2016, as amended by Amendment No. 1 to Schedule 13D filed by Exeter Capital Investors, L.P., a Delaware limited partnership, Exeter Capital GP LLC, a Delaware limited liability company, WEM Exeter LLC, a Delaware limited liability company, and Michael L. Ashner on November 4, 2019, as further amended by Amendment No. 2 to Schedule 13D filed by Exeter Capital Investors, L.P., a Delaware limited partnership, Exeter Capital GP LLC, a Delaware limited liability company, WEM Exeter LLC, a Delaware limited liability company, and Michael L. Ashner on December 5, 2019 (the “13D”) with respect to shares of common stock, par value $0.01 per share (the “Common Stock”) of CBL & Associates Properties, Inc., a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 2030 Hamilton Place Blvd., Suite 500, Chattanooga, Tennessee 37421. Capitalized terms used but not defined herein have the meanings ascribed to them in the 13D. 

Item 4. Purpose of Transaction.

Item 4 is amended by adding the following:

On September 29, 2020, Michael L. Ashner resigned as a director of the Issuer. Mr. Ashner stated in the resignation letter “My decision to resign is not based on any disagreements with the Board of Directors or management but rather is intended to preserve my ability to financially participate in any future restructuring whether through a Chapter 11 filing process or otherwise. Neither myself nor Exeter Capital Investors, L.P. has made any definitive determination as to such future participation at this time.”

A copy of Mr. Ashner’s resignation letter is attached as Exhibit 99.3 to this 13D.

Item 5. Interest of Securities of the Issuer.

Item 5 shall be deleted in its entirety and replaced with the following:

(a) and (b) Beneficial Ownership

As of the date of this Amendment No. 3 to Schedule 13D, each of the Reporting Persons may be deemed to beneficially own 11,350,000 shares of Common Stock that are held directly by ECI, representing approximately 5.8% of the Common Stock outstanding. The percentages set forth above and on the cover pages hereto represent percentages of the outstanding shares of Common Stock based on a total of 194,073,103 shares of Common Stock outstanding as of August 11, 2020, which amount is derived from amount reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended June 30, 2020.

Each of the Reporting Persons may be deemed to exercise the shared voting and dispositive authority over 11,350,000 shares of Common Stock.

(c)       Transactions during the past sixty days

None

(d)       Right to receive dividends or proceeds

Not applicable.

(e)       Beneficial ownership of less than five percent

Not applicable.

Item 7. Materials to be Filed as Exhibits.

Item 7 is amended by adding the following:

Signatures

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.

Dated as of:  September 29, 2020

Attention:  Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).

To Members of the Board of Directors
CBL & Associates, Inc.
2030 Hamilton Place Boulevard
Suite 500, CBL Center
Chattanooga, TN 37421

Tuesday, September 29, 2020

Dear Gentlemen and Ladies,

As I have discussed with each of you, please be advised that I am resigning from the Board of Directors, the Executive Committee and the Capital Allocation Committee of CBL and Associates, Inc. effective immediately. My decision to resign is not based on any disagreements with the Board of Directors or management but rather is intended to preserve my ability to financially participate in any future restructuring whether through a Chapter 11 filing process or otherwise. Neither myself nor Exeter Capital Investors, L.P. has made any definitive determination as to such future participation at this time.

On a personal basis, I would like to express my pleasure in working with management and each member of the Board of Directors during my tenure.

Very truly yours,

/s/ Michael L. Ashner

Michael L. Ashner
Managing Member
Exeter Capital Investors, L.P.