SEC Form 4
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). |
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Parking REIT, Inc. [ None ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 12/15/2017 | ||||||||||||||||||||||||||
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 | 12/15/2017(1) | A(1) | 2,400(1) | A | (1) | 13,269 | I | Peggy M. Shustek Trust, FBO Andrew M. Shustek(2) | ||
Common Stock | 12/15/2017(1) | A(1) | 10,869(1) | A | (1) | 13,269 | I | MVP Capital Partners LLC(3) | ||
Common Stock | 12/15/2017(1) | A(1) | 317,382(1) | A | (1) | 359,546(4) | I | Vestin Realty Mortgage II, Inc.(4) | ||
Common Stock | 12/15/2017(1) | A(1) | 134,875(1) | A | (1) | 134,875(5) | I | Vestin Realty Mortgage I, Inc.(5) |
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 |
Explanation of Responses: |
1. Pursuant to the Agreement and Plan of Merger, dated as May 26, 2017 (the "Merger Agreement"), by and among MVP REIT, Inc., MVP REIT II, Inc. (now known as The Parking REIT, Inc.) and a wholly owned subsidiary of The Parking REIT, Inc., upon the consummation of the merger contemplated by the Merger Agreement (the "Merger") on December 15, 2017, each share of MVP REIT, Inc. common stock held by the reporting person prior to the effective time of the Merger was converted into the right to receive 0.365 of a share of common stock of The Parking REIT, Inc., with cash paid in lieu of any fractional shares as provided in the Merger Agreement. |
2. These shares are held by Peggy M. Shustek Trust, FBO Andrew M. Shustek. Mrs. Shustek is Mr. Shustek's spouse and his son is Andrew Shustek. |
3. These shares are held by MVP Capital Partners LLC, a company wholly owned by Mr. Shustek. |
4. Vestin Realty Mortgage II, Inc. ("VRM II") owns an aggregate of 359,546 shares of the Issuer's common stock. Michael V. Shustek is a director and executive officer of VRM II, and owns 500 shares of VRM II common stock as of the date hereof, which represents approximately 30% of the total outstanding VRM II shares as of the date hereof. Mr. Shustek disclaims beneficial ownership of the Issuer common stock held by VRM II. |
5. Vestin Realty Mortgage I, Inc. ("VRM I") owns an aggregate of 134,875 shares of the Issuer's common stock. Michael V. Shustek is a director and executive officer of VRM I, and owns 156,113 shares of VRM I common stock as of the date hereof, which represents approximately 13% of the total outstanding VRM I shares as of the date hereof. Mr. Shustek disclaims beneficial ownership of the Issuer common stock held by VRM I. |
Michael Shustek | 12/27/2017 | |
** 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. |