Shustek Michael V Form 4 Parking REIT / MICHAEL V SHUSTEK ownership change

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^*

SHUSTEK MICHAEL V

(Last) (First) (Middle)

8880 W. SUNSET ROAD

SUITE 340

(Street)

LAS VEGAS NV 89148

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Parking REIT, Inc. [ None ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President & CEO

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)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
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).
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