UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G

(Amendment No. __)

UNDER THE SECURITIES EXCHANGE ACT OF 1934¹

Creative Realities, Inc.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

22530J200

(CUSIP Number)

February 22, 2021

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

x Rule 13d-1(c)

o Rule 13d-1(d)

¹ 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 the disclosures provided in a prior cover page.

The information required in 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 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).

** SEE INSTRUCTIONS BEFORE FILLING OUT

** SEE INSTRUCTIONS BEFORE FILLING OUT

** SEE INSTRUCTIONS BEFORE FILLING OUT

Creative Realities, Inc. (the “Company”).

The Company’s principal executive offices are located at 13100 Magisterial Drive, Suite 100, Louisville KY 40223.

This statement is filed on behalf of the following persons with respect to shares of common stock of the Company acquired by them (the “Shares”):

(i)           3i, LP, a Delaware limited partnership (“3i”), with respect to Shares beneficially owned by it;

(ii)          3i Management LLC, a Delaware limited liability company (“3i Management”), with respect to Shares beneficially owned by it; and

(iii)         Maier Joshua Tarlow, with respect to Shares beneficially owned by him.

The foregoing persons are hereinafter referred to collectively as the “Reporting Persons.” Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

The address of the principal business office of each of the Reporting Persons is 140 Broadway, 38th Floor, New York, NY 10005.

3i is a Delaware limited partnership. 3i Management is a Delaware limited liability company. Maier Joshua Tarlow is a United States citizen.

Common stock, $0.01 par value per share.

22530J200

Item 3.

If this statement is filed pursuant to Rules 13d-1(b) or 13d- 2(b) or (c), check whether the person filing is a:

The percentages used herein are calculated based upon 10,924,287 shares outstanding as reported in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, filed on November 12, 2020, plus the 800,000 shares issued and sold to 3i. As of February 22, 2021, the Reporting Persons beneficially owned 800,000 Shares. As of the close of business on March 4, 2021, the Reporting Persons beneficially owned shares of the Company’s common stock in the amounts and percentages listed below:

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. x

To the knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, a number of the Shares which represents more than five percent of the number of outstanding shares of the Shares.

Not Applicable.

Not Applicable.

Not Applicable.

Each of the Reporting Persons hereby makes the following certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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.

DATED: March 4, 2021

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