SEC Form 4 · accession 0001394776-17-000005
Parking REIT, Inc.
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John Earl Dawson
Director
Period of report
Dec 15, 2017
Accepted (ET)
Dec 27, 2017 · 2:03 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001642985
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Dec 15, 2017 | A | 2,551 | — | A | 2,551 | I | 12557 Limited Partnership |
| Series 1 Convertible Redeemable Preferred StockF2 | holding | — | — | — | 54 | I | 12557 Limited Partnership |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock WarrantsF2,F3,F4 | — | holding | — | — | — | — | — | Common Stock | 1,750 | 1,750 | I |
Explanation of responses
- F1Pursuant 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.
- F2These shares are held by 12557 Limited Partnership, which is wholly owned by Mr. Dawson.
- F3The Warrants may be exercised after the 90th day following the occurrence of a Listing Event, at an exercise price, per share, equal to 110% of the volume weighted average closing price during the 20 trading days ending on the 90th day after the occurrence of such Listing Event; however, in no event shall the exercise price of the Warrants be less than $25 per share.
- F4The Warrants will expire five years from the 90th day after the occurrence of a Listing Event. In addition, if a Listing Event does not occur on or prior to the fifth anniversary of the final Closing date of this Offering, then all outstanding Warrants will expire automatically on such anniversary date without being exercisable by the holders thereof.