Vestin Realty Mortgage II SC 13D/A Parking REIT / Vestin Realty Mortgage II ownership change

Vestin Realty Mortgage II (VRTB) SC 13D/AParking REIT / Vestin Realty Mortgage II ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Amendment No. 3)

THE PARKING REIT, INC.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

55387R 107

(CUSIP Number)

Michael V. Shustek

9130 W. Post Road, Suite 200

Las Vegas, NV 89148

(702)534-5577

Vestin Realty Mortgage II, Inc. and Vestin Realty Mortgage I, Inc.

9130 W. Post Road, Suite 130

Las Vegas, NV 89148

702-227-0965

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 1, 2020

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of§§240.13d-1(e),240.13d-1(f) or240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See§240.13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 55387R 107


1		NAME OF REPORTING PERSONS Vestin Realty Mortgage II, Inc.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Maryland

(1)

Includes 9,107 shares of common stock, par value $0.0001 per share (the “Common Stock”), of The Parking REIT, Inc., a Maryland corporation (the “Issuer”), owned by Vestin Realty Mortgage II, Inc., a Maryland corporation (“VRM II”) through its ownership in MVP Capital Partners II (the “Sponsor”). VRM II is the managing member of the Sponsor.

(2)	Based on 7,327,697 shares of Common Stock issued and outstanding as of May 13, 2020.

CUSIP No. 55387R 107


1		NAME OF REPORTING PERSONS Vestin Realty Mortgage I, Inc.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Maryland

(1)	Based on 7,327,697 shares of Common Stock issued and outstanding as of May 13, 2020.

CUSIP No. 55387R 107


1		NAME OF REPORTING PERSONS Michael V. Shustek
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS OO, PF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States

(1)	Includes 2,418 shares held by Peggy M. Shustek Trust, FBO Andrew M. Shustek. Peggy M. Shustek is Mr. Shustek’s spouse and Andrew M. Shustek is his son. Includes 11,005 shares held by Michael V. Shustek LLC, a company wholly owned by Mr. Shustek.

(2)

Includes 456,834 shares directly owned by Vestin Realty Mortgage I, Inc., a Maryland corporation (“VRM I”), 844,960 shares directly owned by VRM II, and 9,107 shares indirectly beneficially owned by VRM II through its ownership of, and as the managing member of, the Sponsor. Mr. Shustek is a director and chief executive officer of each of VRM I and VRM II and beneficially owns approximately 42.77% and 40.96% of VRM I and VRM II, respectively. Mr. Shustek disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein.

(3)	Based on 7,327,697 shares of Common Stock issued and outstanding as of May 13, 2020.

This Amendment No. 3 to Schedule 13D (this “Amendment”) relates to shares of Common Stock of the Issuer. This Amendment amends the Schedule 13D filed with the SEC on January 11, 2018, as amended by the Amendment No. 1 filed on May 7, 2019, and Amendment No. 2 filed on January 14, 2020 (collectively, the “Schedule”), to report the increased ownership interest of Mr. Shustek in VRM I and VRM II, and to update the address of VRM I nd VRM II. There has been no change in the number of Issuer shares held by VRM I and VRM II. . Except as otherwise specified in this Amendment, all previous Items from the Schedule are unchanged.

Item 2.

Identity and Background.

Item 2(a) and Item 2(b) are hereby amended and restated in their entirety as follows:

“(a) This Amendment is filed by Michael V. Shustek, VRM II and VRM I (collectively, the “Reporting Persons”). Attached to the Schedule is a list containing the (a) name, (b) citizenship, (c) present principal occupation or employment and (d) the name, principal business address of any corporation or other organization in which such employment is conducted, of each director and executive officer of VRM II and VRM I (the “Directors and Officers”). Other than the Directors and Officers, there are no persons or corporations controlling or ultimately in control of VRM II or VRM I. As of June 1, 2020, Mr. Shustek owns approximately 42.77% and 40.96% of the outstanding shares of common stock of VRM I and VRM II, respectively.

(b) The principal executive offices of VRM I and VRM II are located at 9130 W. Post Road, Suite 130, Las Vegas, NV 89148. The address for Mr. Shustek is 9130 W. Post Road, Suite 200, Las Vegas, NV 89148.”

Item 5.

Interest in Securities of the Issuer.

Item 5 is hereby amended and restated in its entirety as follows:

“(a)-(b) Each Reporting Person declares that neither the filing of this Amendment nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any syndicate or group with respect to the Issuer or any securities of the Issuer.

As of June 1, 2020, the Reporting Persons may be deemed to beneficially own the shares of Common Stock of the Issuer set forth in the table below:


REPORTING PERSON	NUMBER OF SHARES OF COMMON STOCK BENEFICIALLY OWNED			PERCENTAGE OF OUTSTANDING SHARES OF COMMON STOCK			SOLE VOTING POWER			SHARED VOTING POWER		SOLE DISPOSITIVE POWER			SHARED DISPOSI- TIVE POWER
Vestin Realty Mortgage II, Inc.		854,067	⁽¹⁾		11.65	% ⁽²⁾		854,067	⁽¹⁾		0		854,067	⁽¹⁾		0
Vestin Realty Mortgage I, Inc.		456,834			6.22	% ⁽²⁾		456,834			0		456,834			0
Michael V. Shustek		1,324,324	⁽³⁾⁽⁴⁾		18.06	% ⁽²⁾		1,324,324	⁽³⁾⁽⁴⁾		0		1,324,324	⁽³⁾⁽⁴⁾		0

(1)	Includes 9,107 shares of Common Stock beneficially owned by VRM II through its ownership of the Sponsor, and as the managing member of the Sponsor.

(2)	Based on 7,327,697 shares of Common Stock issued and outstanding as of May 13, 2020.

(3)	Includes 2,418 shares held by Peggy M. Shustek Trust, FBO Andrew M. Shustek. Peggy M. Shustek is Mr. Shustek’s spouse and Andrew M. Shustek is his son. Includes 11,005 shares held by Michael V. Shustek LLC, a company wholly owned by Mr. Shustek.

(4)

Includes 456,834 shares directly owned by VRM I, 844,960 shares directly owned by VRM II, and 9,107 shares indirectly beneficially owned by VRM II through its ownership of, and as the managing member of, the Sponsor. Mr. Shustek is a director and chief executive officer of each of VRM I and VRM II and beneficially owns approximately 42.77% and 40.96% of VRM I and VRM II, respectively. Mr. Shustek disclaims beneficial ownership of the Issuer’s shares, except to the extent of his pecuniary interest therein.

(d) Not applicable.

(e) Not applicable.”

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: June 3, 2020


*Vestin Realty Mortgage II, Inc.*

/s/ Michael V. Shustek
Name: Michael V. Shustek
Title: Chairman and Chief Executive Officer

*Vestin Realty Mortgage I, Inc.*

/s/ Michael V. Shustek
Name: Michael V. Shustek
Title: Chairman and Chief Executive Officer

*Michael V. Shustek*

_/s/ Michael V. Shustek

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

SOLE VOTING POWER

854,067(1)

SHARED VOTING POWER

0

SOLE DISPOSITIVE POWER

854,067(1)

SHARED DISPOSITIVE POWER

0