SEC Form SCHEDULE 13D filed by MacKenzie Realty Capital Inc.
$MKZR
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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MacKenzie Realty Capital, Inc. (Name of Issuer) |
Common Stock, $0.0001 par value per share (Title of Class of Securities) |
55453W105 (CUSIP Number) |
Chip Patterson 89 Davis Rd. Suite 100, Orinda, CA, 94563 925-631-9100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/18/2025 (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.
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).
SCHEDULE 13D
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| CUSIP No. | 55453W105 |
| 1 |
Name of reporting person
DIXON ROBERT E | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF, WC, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
CALIFORNIA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
93,582.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
5.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) The number of shares reported as beneficially owned is as of August 18, 2025. The shares reported consists of (A) 32,295 shares owned directly by the reporting person, as well as (B) 5,569 shares owned by MPF Successors, LP ("MPF Successors") and 55,718 shares owned by MacKenzie Real Estate Advisers, LP ("MREA"), in which the reporting person has a pecuniary interest and as to which the reporting person may be deemed to share voting power and investment power.
(2) The percentage is calculated based on a total of 1,714,056 of the Issuer's shares of common stock outstanding as of August 19, 2025.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.0001 par value per share | |
| (b) | Name of Issuer:
MacKenzie Realty Capital, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
89 DAVIS ROAD, STE. 100, ORINDA,
CALIFORNIA
, 94563. | |
Item 1 Comment:
This statement relates to the shares of common stock, $0.0001 par value per share (the "Shares") of MacKenzie Realty Capital, Inc. (the "Issuer"). The principal executive offices of the Issuer are located at 89 Davis Road, Suite 100, Orinda, CA 94563. | ||
| Item 2. | Identity and Background | |
| (a) | This statement is being filed by Robert Eric Dixon (the "Reporting Person"). | |
| (b) | The principal business address of the Reporting Person is 89 Davis Road, Suite 100, Orinda, CA 94563. | |
| (c) | The current principal occupation of the Reporting Person is Chief Executive Officer and President of the Issuer. | |
| (d) | During the past five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | During the past five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in him being subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | The Reporting Person is a U.S. citizen and resident of the State of California. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
The total amount of funds required by Reporting Person to acquire the Shares he owns directly was $482,713.65. The total amount of funds required by MREA to purchase its shares was $260,413.30. The shares owned by MPF Successors were received as a distribution-in-kind (and as a result of the dividend reinvestment program since then) with a cost basis of $484,659. | ||
| Item 4. | Purpose of Transaction | |
The Reporting Person acquired the Shares for investment purposes, but is the Chief Executive Officer of the Issuer and an executive officer and board member of the general partner of MREA and MPF Successors. As a result, the Reporting Person may be asked to vote on or discuss matters related to items (a) through (j) of this Item 4 of a Schedule 13D with representatives of the Issuer and others. Except as may be set forth herein, the Reporting Person has no current intention, plan or proposal with respect to items (a) through (j) of Item 4 of Schedule 13D. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The Reporting Person's total beneficial ownership amounts to 93,582 shares of common stock, constituting approximately 5.5% of the outstanding shares of common stock of the Issuer based upon 1,714,056 shares of common stock of the Issuer outstanding as of August 19, 2025. | |
| (b) | The Reporting Person possesses the sole power to vote and dispose of 32,151 Shares, which represent 1.9% of the issued and outstanding Shares. The Reporting Person may be deemed to share beneficial ownership of 5,569 shares of Common Stock owned by MPF Successors and 55,718 shares of Common Stock owned by MREA, as to which the Reporting Person may be deemed to share voting power and investment power as one of a number of partners. Although the Reporting Person may be deemed to have beneficial ownership of such shares of Common Stock, neither the filing of this Schedule 13D nor any of the contents hereof shall be deemed to constitute an admission by the Reporting Person that he is the beneficial owner of any of the shares of Common Stock owned by MPF Successors and by MREA for purposes of Section 13(d) of the Act, or for any other purpose, and such beneficial ownership is expressly disclaimed. | |
| (c) | During the past sixty days, the Reporting Person acquired 9,000 shares on August 18, 2025 at $5.10 per share. As noted above, the Reporting Person also may be deemed to share voting power and investment power with respect to the following shares acquired by MREA: (i) on August 13, 2025, MREA acquired 1,000 shares at $4.92 per share and 1,000 shares at $4.91 per share; (ii) on August 12, 2025, MREA acquired 198 shares at $4.9365 per share and 1,000 shares at $4.9008 per share; (iii) on August 8, 2025, MREA acquired 2,000 shares at $4.4424 per share; (iv) on August 7, 2025, MREA acquired 7,949 shares at $4.64 per share; and (v) on August 6, 2025, MREA acquired 22,559 shares at $4.31 per share. | |
| (d) | No other person is known to have the right to receive or the powers to direct the receipt of dividends from, or the proceeds from the sale of the Shares. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
There are no agreements or understandings, other than those addressed herein, 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.
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