SEC Form 4 · accession 0000899243-18-028180
MedEquities Realty Trust, Inc. · MRT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Period of report
Nov 1, 2018
Accepted (ET)
Nov 5, 2018 · 4:05 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001616314
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | Nov 1, 2018 | S | 10,000 | $8.33 | D | 2,000,626 | I | Footnotes |
| Common StockF1,F2,F3 | Nov 1, 2018 | S | 635 | $8.38 | D | 1,999,991 | I | Footnotes |
| Common StockF1,F2,F4 | Nov 2, 2018 | S | 10,000 | $8.35 | D | 1,989,991 | I | Footnotes |
| Common StockF1,F2,F4 | Nov 2, 2018 | S | 10,000 | $8.40 | D | 1,979,991 | I | Footnotes |
| Common StockF1,F2,F4 | Nov 2, 2018 | S | 5,000 | $8.45 | D | 1,974,991 | I | Footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The filing of this Form 4 shall not be construed as an admission that BlueMountain Capital Management, LLC ("BMCM") 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, BMCM disclaims such beneficial ownership, except to the extent of its pecuniary interest.
- F2BMCM is the investment manager of Blue Mountain Credit Alternatives Master Fund L.P., BlueMountain Guadalupe Peak Fund L.P. ("Guadalupe"), BlueMountain Credit Opportunities Master Fund I L.P., BlueMountain Strategic Credit Master Fund L.P. ("Strategic") and BlueMountain Montenvers Master Fund SCA SICAV-SIF (collectively, the "Funds"), which are the direct beneficial owners of 1,974,991 shares of Common Stock in the aggregate. 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.
- F3On November 1, 2018, Strategic sold 6,260 and 398 shares of Common Stock for $8.33 and $8.38 per share, respectively, and Guadalupe sold 3,740 and 237 shares of Common Stock for $8.33 and $8.38 per share, respectively.
- F4On November 2, 2018, Strategic sold 6,260, 6,260 and 3,130 shares of Common Stock for $8.35, $8.40 and $8.45 per share, respectively, and Guadalupe sold 3,740, 3,740 and 1,870 shares of Common Stock for $8.35, $8.40 and $8.45 per share, respectively.
Remarks
Elliot Mandelbaum, a former employee of BMCM, serves as a member of the board of directors of the Issuer as the representative of BMCM. In connection therewith, BMCM may be deemed to be a director by deputization of the Issuer solely for purposes of Section 16(a) of the Exchange Act. As a result, BMCM is listed a "Reporting Person" in Item 1 and the "Director" box is marked in Item 5 of this Form 4.