SEC Form SC 13D/A filed by Medalist Diversified REIT Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Medalist Diversified REIT, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

358487106

(CUSIP Number)

FRANCIS P. KAVANAUGH

107 Via Florence

Newport Beach, CA 92663

(949) 212-2222

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

(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 Sections 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 Section 240.13d-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 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).

Item 1. Security and Issuer.

The Shares purchased by Mr. Kavanaugh were purchased with his personal funds in open market for an aggregate consideration of $1,713,640.39.

Item 2. Identity and Background.

Newport Beach, CA 92663

Item 3. Source and Amount of Funds or Other Consideration.

The Shares purchased by Mr. Kavanaugh were purchased with his personal funds in open market for an aggregate consideration of $1,713,640.39.

Item 4. Purpose of Transaction.

The Reporting Person purchased the securities of the Issuer based on the Reporting Person’s belief that such securities, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Person, and the availability of securities of the Issuer at prices that would make the purchase or sale of such securities desirable, the Reporting Person may endeavor to increase or decrease his position in the Issuer through, among other things, the purchase or sale of securities of the Issuer on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Person may deem advisable. Any transactions by the Reporting Person in the Issuer’s securities will be made in compliance with all statutes, laws, rules and regulations, as well as Issuer’s Articles of Incorporation, its By-Laws and any agreements entered into by and between the Issuer and the Reporting Person, including, but not limited to, the Cooperation Agreement attached as an Exhibit to this Schedule 13D.

Reporting Person does not have any present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon completion of any of the actions discussed herein. The Reporting Person intends to review his investment in the Issuer on a periodic basis and may from time to time engage in communications and discussions with management and the Board, other stockholders, industry analysts, investment and financing professionals, sources of credit, and other investors. Such review and discussions may materially affect, and result in, among other things, the Reporting Person modifying his ownership of the Common Stock.

On May 24, 2023, the Reporting Person and the Issuer entered into a Cooperation Agreement (the “Cooperation Agreement”) in which, among other things, the Reporting Person agreed to (1) the filing of this statement on Schedule 13D, and any amendments thereto, with respect to the securities of the Company; (2) join the Issuer’s Board of Directors; and (3) comply with the standstill provisions of Section 2 of the Cooperation Agreement which restrict Reporting Person from taking certain actions without the prior written consent of the Issuer’s Board of Directors. The foregoing description of the Cooperation Agreement is qualified in its entirety by reference to the Cooperation Agreement, which is attached as Exhibit 1 and is incorporated by reference.

Item 5. Interest in Securities of the Issuer.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Other than as described in this Statement, to the knowledge of the Reporting Person, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Person and any other person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7. Material to be Filed as Exhibits.

Exhibit 1 Cooperation Agreement dated May 24, 2023, between the Reporting Person and the Issuer.

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.

SCHEDULE A

Transactions in the Shares by the Reporting Person During the Past 60 Days

The following table sets forth all transactions with respect to the Common Stock effectuated in the 60 days preceding the Reporting Person’s original Schedule 13D filed on January 28, 2023, as well as all transactions with respect to the Common Stock effectuated in the 60 days preceding the filing of this Schedule 13D/A by or on behalf of the Reporting Person, inclusive of any transactions effected through 4:00 p.m., Eastern time, on June 26, 2023. Unless otherwise indicated, all such transactions were effectuated in the open market.