SEC Form 4 · accession 0000899243-17-008930

MedEquities Realty Trust, Inc. · MRT

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1The filing of this Form 4 shall not be construed as an admission that any of BlueMountain Capital Management, LLC ("BMCM"), GP Holdings, BMM GP (each as defined in Footnote 4), the General Partners or BMCA GP (each as defined in Footnote 3) is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise the beneficial owner of any of the shares of Common Stock, par value $0.01 per share (the "Common Stock"), of MedEquities Realty Trust, Inc. (the "Issuer"). Pursuant to Rule 16a-1(a)(4) of the Exchange Act, each of BMCM, GP Holdings and the General Partners disclaims such beneficial ownership, except to the extent of its respective pecuniary interest.
• F2BMCM is the investment manager of each of: (i) Blue Mountain Credit Alternatives Master Fund L.P. ("BMCA"), which is the direct beneficial owner of 541,797 shares of Common Stock; (ii) BlueMountain Guadalupe Peak Fund L.P. ("BMGP"), which is the direct beneficial owner of 416,498 shares of Common Stock; (iii) BlueMountain Credit Opportunities Master Fund I L.P. ("BMCO"), which is the direct beneficial owner of 541,797 shares of Common Stock; (iv) BlueMountain Strategic Credit Master Fund L.P. ("BMSC" and, together with BMCA, BMGP and BMCO, the "Partnerships"), which is the direct beneficial owner of 541,797 shares of Common Stock; and (v) BlueMountain Montenvers Master Fund SCA SICAV-SIF ("BMM" and, together with the Partnerships, the "Funds"), which is the direct beneficial owner of 541,797 shares of Common Stock. BMCM, although it directs the voting and disposition of the Common Stock held by the Funds, only receives an asset-based fee relating to the Common Stock held by the Funds.
• F3(i) Blue Mountain CA Master Fund GP, Ltd. ("BMCA GP") is the general partner of BMCA and has an indirect profits interest in the Common Stock beneficially owned by it; (ii) Blue Mountain Credit GP, LLC ("BMC GP") is the sole owner of BMCA GP and has an indirect profits interest in the Common Stock beneficially owned by BMCA; (iii) BlueMountain Long/Short Credit GP, LLC ("BMGP GP") is the general partner of BMGP and has an indirect profits interest in the Common Stock beneficially owned by it; (iv) BlueMountain Credit Opportunities GP I, LLC ("BMCO GP") is the general partner of BMCO and has an indirect profits interest in the Common Stock beneficially owned by it; (v) BlueMountain Strategic Credit GP, LLC ("BMSC GP" and, together with BMC GP, BMGP GP and BMCO GP, the "General Partners") is the general partner of BMSC and has an indirect profits interest in the Common Stock beneficially owned by it; and
• F4(vi) BlueMountain Montenvers GP S.a r.l. ("BMM GP") is the general partner of BMM and has an indirect profits interest in the Common Stock beneficially owned by it. BlueMountain GP Holdings, LLC ("GP Holdings") is the sole owner of each of the General Partners and thus has an indirect profits interest in the Common Stock beneficially owned by the Partnerships. BMCM is the sole owner of BMM GP and thus has an indirect profits interest in the Common Stock beneficially owned by BMM.
• F5On March 28, 2017, pursuant to an agreement with the Issuer, (i) BMCA forfeited 2,253 shares of Common Stock, (ii) BMGP forfeited 1,728 shares of Common Stock, (iii) BMCO forfeited 2,253 shares of Common Stock, (iv) BMSC forfeited 2,253 shares of Common Stock and (v) BMM forfeited 2,253 shares of Common Stock.
• F6On March 28, 2017, pursuant to an agreement with the Issuer, the Issuer repurchased (i) 1,125 shares of Common Stock from BMCA for $9.23 per share, (ii) 868 shares of Common Stock from BMGP for $9.23 per share, (iii) 1,125 shares of Common Stock from BMCO for $9.23 per share, (iv) 1,125 shares of Common Stock from BMSC for $9.23 per share and (v) 1,125 shares of Common Stock from BMM for $9.23 per share.
• F7The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16(a)-3(j) under the Exchange Act. The Form 4 for certain additional Reporting Persons is being filed separately and simultaneously with this Form 4 due to the limitation of 10 Reporting Persons per filing.