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 |
| |||||||||||||||
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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol MVP REIT, Inc. [ none ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| ||||||||||||||||||||||||
3. Date of Earliest Transaction (Month/Day/Year) 11/09/2017 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
|
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 | 11/09/2017 | A | 2,304(1)(2) | A | (1)(2) | 36,268(4) | I | Vestin Realty Mortgage II, Inc. | ||
Common Stock | 11/09/2017 | A | 896(3) | A | (1)(2) | 36,268(4) | I | Vestin Realty Mortgage I, Inc. | ||
Common Stock | 11/09/2017 | A | 118,931.93(1)(2) | A | $8.563 | 36,268(4) | I | Vestin Realty Mortgage II, Inc. |
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. On November 9, 2017, Corporate Center Sunset Holdings, LLC ("Holdings") acquired 3,200 shares of common stock of MVP REIT, Inc. as purchase price adjustment (in lieu of a cash) in connection with the sale of certain real property interests to a third party, of which 2,304 shares, or 72%, is deemed beneficially owned by Vestin Realty Mortgage II, Inc. ("VRM II"). At the closing of such transaction on October 18, 2017, Holdings acquired 1,036,420 shares of the Issuer's common stock as partial purchase price consideration, of which 746,222.4 shares are beneficially owned by VRM II as previously reported on a Form 4 filed by Mr. Shustek on October 20, 2017. As a result, VRM II beneficially owns an aggregate of 867,458 shares as partial purchase price consideration for the sale of such real property interest. |
2. In a separate transaction on November 9, 2017, VRM II and MVP REIT II, Inc. each acquired 118,647.18 shares of the Issuer's common stock from a third party. On November 10, 2017, MVP REIT paid a prorated stock distribution to all their shareholders, which resulted in an additional 284.753 shares to both VRM II and MVP REIT II. As a result, as of the date hereof, VRM II owns an aggregate of 867,458 shares of the Issuer's common stock. Michael V. Shustek is a director and executive officer of VRM II, and owns 494 shares of VRM II common stock as of the date hereof, which represents approximately 29.99% 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. |
3. VRM I is deemed to beneficially own 896 shares, or 28%, of the Issuer's common stock acquired by Holdings on November 9, 2017, in the transaction described in footnote 1 and 2. As a result, as of the date hereof, VRM I is deemed to beneficially own 368,638 shares of the Issuer's common stock, including 290,197.6 of the shares acquired by Holdings at the closing of the transaction described in footnote 1 and 2. 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 13.41% 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. |
4. As of the date hereof, Mr. Shustek has total indirect beneficial ownership in 36,095 shares of the Issuer's common stock, of which 6,560 shares are held by Peggy M. Shustek Trust, FBO Andrew M. Shustek, and 29,708 shares are held by MVP Capital Partners LLC. Mrs. Shustek is Mr. Shustek's spouse and his son is Andrew Shustek. MVP Capital Partners, LLC is a company wholly owned by Mr. Shustek. |
/s/ Michael V. Shustek | 11/13/2017 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |