Edgar Filing: Otto Alexander

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Otto Alexander

2. Issuer Name and Ticker or Trading Symbol
DEVELOPERS DIVERSIFIED REALTY CORP [DDR]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
Member of 13(d) group

(Last)

(First)

(Middle)

KG CURA VERM?GENSVERWALTUNG, G.M.B.H. & CO. WANDSBEKER STR. 3-7

3. Date of Earliest Transaction (Month/Day/Year)
07/17/2009

(Street)

HAMBURG, 2M 22179

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/17/2009		J⁽¹⁾		647,212 ⁽¹⁾	A	$ 4.49	26,863,948 ⁽²⁾ ⁽⁶⁾	D
Common Stock	07/17/2009		J⁽¹⁾		193,287 ⁽¹⁾	A	$ 4.49	10,050,908 ⁽³⁾ ⁽⁶⁾	D
Common Stock	07/17/2009		J⁽¹⁾		32,214 ⁽¹⁾	A	$ 4.49	1,675,150 ⁽⁴⁾ ⁽⁶⁾	D
Common Stock	07/17/2009		J⁽¹⁾		32,214 ⁽¹⁾	A	$ 4.49	1,675,150 ⁽⁵⁾ ⁽⁶⁾	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Otto Alexander KG CURA VERM?GENSVERWALTUNG G.M.B.H. & CO. WANDSBEKER STR. 3-7 HAMBURG, 2M 22179		X		Member of 13(d) group
Otto-Bernstein Katharina KG CURA VERM?GENSVERWALTUNG G.M.B.H. & CO. WANDSBEKER STR. 3-7, HAMBURG, 2M 22179				Member of 13(d) group
OTTO MICHAEL KG CURA VERM?GENSVERWALTUNG G.M.B.H. & CO. WANDSBEKER STR. 3-7, HAMBURG, 2M 22179				Member of 13(d) group
Vater Janina KG CURA VERM?GENSVERWALTUNG G.M.B.H. & CO. WANDSBEKER STR. 3-7, HAMBURG, 2M 22179				Member of 13(d) group

Signatures

/s/ KG CURA Verm?gensverwaltung G.m.b.H. & Co., by power of attorney, By: Dr. Thomas Finne, For: Alexander Otto		08/07/2009
^**Signature of Reporting Person		Date
/s/ KG CURA Verm?gensverwaltung G.m.b.H. & Co., by power of attorney, By: Dr. Thomas Finne, For: Katharina Otto-Bernstein		08/07/2009
^**Signature of Reporting Person		Date
/s/ KG CURA Verm?gensverwaltung G.m.b.H. & Co., by power of attorney, By: Dr. Thomas Finne, For: Dr. Michael Otto		08/07/2009
^**Signature of Reporting Person		Date
/s/ KG CURA Verm?gensverwaltung G.m.b.H. & Co., by power of attorney, By: Dr. Thomas Finne, For: Janina Vater		08/07/2009
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	On May 28, 2009, DDR declared a common share dividend, payable on July 21, 2009, to shareholders of record at the close of business on June 11, 2009, in a combination of cash and DDR's Common Stock in a ratio determined by DDR on July 17, 2009, and based upon the aggregate elections of all shareholders. As a result, Alexander Otto received 647,212 shares of Common Stock, Katharina Otto-Bernstein received 193,287 shares of Common Stock, Dr. Michael Otto received 32,214 shares of Common Stock, and Janina Vater received 32,214 shares of Common Stock.
(2)	Alexander Otto has sole ownership of 16,791,565 shares of Common Stock and the sole obligation to purchase 10,072,383 shares of Common Stock within the second closing period, which is anticipated to occur at any time between May 11, 2009 and six months from the date on which DDR's shareholders held a meeting to approve amendments to DDR's articles of incorporation, which was April 9, 2009 (the "Second Closing Period").
(3)	Katharina Otto-Bernstein has sole ownership of 5,014,716 shares of Common Stock and the sole obligation to purchase 5,036,192 shares of Common Stock within the Second Closing Period.
(4)	Dr. Michael Otto has sole ownership of 835,785 shares of Common Stock and the sole obligation to purchase 839,365 shares of Common Stock within the Second Closing Period.
(5)	Janina Vater directly has beneficial ownership of 835,785 shares of Common Stock and the sole obligation to purchase 839,365 shares of Common Stock within the Second Closing Period. Pursuant to a General Power of Attorney, Dr. Michael Otto has indirect beneficial ownership over the shares Ms. Vater owns as well as those she is obligated to purchase.
(6)	The number of shares of Common Stock reported in this column includes shares issuable at the second closing pursuant to the anti-dilution provision of the stock purchase agreement filed as Exhibit 10.1 to the Form 8-K filed by DDR on February 27, 2009.

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