CHAIRMAN, CEO & PRESIDENT Kavanaugh Frank returned 240,004 shares to the company, closing all direct ownership in the company (SEC Form 4)
$MDRR
Real Estate Investment Trusts
Real Estate
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Medalist Diversified REIT, Inc. [ MDRR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/08/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 08/08/2025 | D | 240,004(1) | D | (2) | 0 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Operating Partnership Units | (3) | 08/08/2025 | A | 240,004(4) | 08/08/2026 | (5) | Common Stock | 240,004 | (6) | 1,103,795 | D | ||||
| Explanation of Responses: |
| 1. Represents shares exchanged under an Exchange Agreement dated August 8, 2025 (the "Exchange Agreement") pursuant to which Mr. Kavanaugh exchanged 240,004 shares of common stock, par value $0.01 per share (the "Common Stock") of Medalist Diversified REIT, Inc. (the "Company"), on a one-for-one basis for 240,004 units of limited partnership interest (the "OP Units") in the Company's operating partnership, Medalist Diversified Holdings, LP (the "Operating Partnership"). |
| 2. Represents shares exchanged subject to the Exchange Agreement pursuant to which Mr. Kavanaugh exchanged 240,004 shares of Common Stock, on a one-for-one basis for 240,004 OP Units. |
| 3. OP Units are redeemable for cash or, at the Company's option, shares of Common Stock, on a one-for-one basis after a holding period of one-year from the date of the Exchange Agreement. |
| 4. Represents OP Units received subject to the Exchange Agreement pursuant to which Mr. Kavanaugh exchanged 240,004 shares of Common Stock on a one-for-one basis for 240,004 OP Units. |
| 5. No expiration date. |
| 6. On August 8, 2025, the Reporting Person exchanged 240,004 shares of Common Stock for 240,004 OP Units. |
| /s/ Frank Kavanaugh | 08/11/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||