SEC Form SC 13D/A filed by Medalist Diversified REIT Inc. (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 1)
Medalist Diversified REIT, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
58403P 105
(CUSIP Number)
Robert V. Wallace
132 LIncoln Street
Boston, MA 02111
(617) 423-2003
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 23, 2022
(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-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 § 240.13d-7 for other parties to whom copies are to be sent.
_______________
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).
CUSIP No. 58403P 105
| 1 |
NAME OF REPORTING PERSONS
Robert V. Wallace | |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ý (b) ¨ | |
| 3 |
SEC USE ONLY
| |
| 4 |
SOURCE OF FUNDS PF | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨ | |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |
|
NUMBER OF |
7 |
SOLE VOTING POWER
755,113 |
| 8 |
SHARED VOTING POWER
0 | |
| 9 |
SOLE DISPOSITIVE POWER
755,113 | |
| 10 |
SHARED DISPOSITIVE POWER
0 | |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
755,113 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.6% | |
| 14 |
TYPE OF REPORTING PERSON
IN | |
CUSIP No. 58403P 105
| 1 |
NAME OF REPORTING PERSONS
TPG Holdings, LLC | |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ý (b) ¨ | |
| 3 |
SEC USE ONLY
| |
| 4 |
SOURCE OF FUNDS WC | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨ | |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts | |
|
NUMBER OF |
7 |
SOLE VOTING POWER
415,937 |
| 8 |
SHARED VOTING POWER
0 | |
| 4 |
SOLE DISPOSITIVE POWER
415,937 | |
| 10 |
SHARED DISPOSITIVE POWER
0 | |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
415,937 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.6% | |
| 14 |
TYPE OF REPORTING PERSON
OO | |
CUSIP No. 58403P 105
This Amendment No. 1 (this “Amendment”) to the Statement of Schedule 13D filed on February 4, 2022 (the “Schedule 13D”) filed by the undersigned amends the Schedule 13D as follows:
| Item 3. | Source and Amount of Funds or Other Consideration. |
The Shares purchased by Mr. Wallace were purchased with his personal funds in open market purchases for aggregate purchase considerations of $782,592.65. The Shares purchased by TPG were purchased with working capital in open market purchases for aggregate purchase consideration of $423,956.03.
| Item 5. | Interest in Securities of the Issuer. |
The aggregate percentage of Shares reported owned by the Reporting Persons herein is based upon 16,266,148 Shares outstanding, which is the total number of Shares outstanding as of November 12, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2021.
ROBERT V. WALLACE
| (a) | As of the close of business on February 23, 2022, Mr. Wallace beneficially owned 755,113 Shares, including 35,041 Shares beneficially owned by Mr. Wallace’s spouse that are attributable to him.. |
Percentage: Approximately 4.6%
| (b) | 1. Sole power to vote or direct vote: 755,113 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 755,113 4. Shared power to dispose or direct the disposition: 0 |
| (c) | The 35,041 Shares beneficially owned by Mr. Wallace’s spouse and attributable to Mr. Wallance are held in a separate account in her name and were inadvertently omitted from the original Schedule 13D. The transactions in the Shares in this separate account were as follows: |
| Date | Transaction | Quantity | Weighted Average Price Per Share |
| 1/4/22 | Purchase | 15,000 | $ 1.055 |
| 1/20/22 | Purchase | 41 | $ 1.01 |
| 1/25/22 | Purchase | 20,000 | $0.9966 |
| TPG |
| (a) | As of the close of business on February 23, 2022, TPG beneficially owned 415,937 Shares. |
Percentage: Approximately 2.6%
| (b) | 1. Sole power to vote or direct vote: 415,937 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 415,937 4. Shared power to dispose or direct the disposition: 0 |
| (c) | TPG engaged in the following transactions in the Shares since the initial filing of the Schedule 13D: |
| Date | Transaction | Quantity | Weighted Average Price Per Share |
| 1/31/22 | Purchase | 9,700 | $1.047 |
| 2/1/22 | Purchase | 4,600 | $1,019 |
| 2/2/22 | Purchase | 9,100 | $1.007 |
| 2/3/22 | Purchase | 4,700 | $0.988 |
| 2/4/22 | Purchase | 8,087 | $0.989 |
| 2/7/22 | Purchase | 5,900 | $0.997 |
| 2/8/22 | Purchase | 3,000 | $0.998 |
| 2/9/22 | Purchase | 21,042 | $1.046 |
| 2/10/22 | Purchase | 26,693 | $1.041 |
| 2/11/22 | Purchase | 5,300 | $1.024 |
| 2/14/22 | Purchase | 9,300 | $1.001 |
| 2/15/22 | Purchase | 11,300 | $1.012 |
| 2/16/22 | Purchase | 7,300 | $1.014 |
| 2/17/22 | Purchase | 7,400 | $1.023 |
| 2/18/22 | Purchase | 8,999 | $1.015 |
| 2/22/22 | Purchase | 7,100 | $1.017 |
| 2/23/22 | Purchase | 29,500 | $1.067 |
Except as expressly modified by this Amendment, all provisions of the Schedule 13D shall continue in full force and effect.
CUSIP No. 58403P 105
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: February 28, 2022
| /s/ Robert V. Wallace | ||
| Robert V. Wallace | ||
| TPG HOLDINGS, LLC | ||
| By: | /s/ Steven E. Goodman | |
| Name: Steven E. Goodman | ||
| Title: Manager | ||