Montenvers Master Fund SCA SICAV-SIF BlueMountain Form 4 MedEquities Realty Trust / Montenvers Master Fund SCA SICAV-SIF BlueMountain 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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OMB Number:			3235-0287
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hours per response:			0.5

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^*

BlueMountain Strategic Credit GP, LLC

(Last)

(First)

(Middle)

280 PARK AVENUE, 12TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MedEquities Realty Trust, Inc. [ MRT ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/28/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	03/28/2017		D		10,740	D	$0.00	2,589,054	I	Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	03/28/2017		D		8,487	D	$0.00	2,046,132	I	Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	03/28/2017		D		2,253	D	$0.00	542,922	I	Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	03/28/2017		D		2,253	D	$0.00	542,922	I	Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	03/28/2017		D		2,253	D	$0.00	542,922	D
Common Stock⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	03/28/2017		D		1,728	D	$0.00	417,366	I	Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	03/28/2017		D		1,728	D	$0.00	417,366	D
Common Stock⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	03/28/2017		D		2,253	D	$0.00	542,922	I	Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	03/28/2017		D		2,253	D	$0.00	542,922	D
Common Stock⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	03/28/2017		D		2,253	D	$0.00	542,922	I	Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	03/28/2017		D		2,253	D	$0.00	542,922	D
Common Stock⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	03/28/2017		D		2,253	D	$0.00	542,922	I	Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	03/28/2017		D		2,253	D	$0.00	542,922	D
Common Stock⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	03/28/2017		D		5,368	D	$9.23	2,583,686	I	Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	03/28/2017		D		4,243	D	$9.23	2,041,889	I	Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	03/28/2017		D		1,125	D	$9.23	541,797	I	Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	03/28/2017		D		1,125	D	$9.23	541,797	I	Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	03/28/2017		D		1,125	D	$9.23	541,797	D
Common Stock⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	03/28/2017		D		868	D	$9.23	416,498	I	Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	03/28/2017		D		868	D	$9.23	416,498	D
Common Stock⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	03/28/2017		D		1,125	D	$9.23	541,797	I	Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	03/28/2017		D		1,125	D	$9.23	541,797	D
Common Stock⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	03/28/2017		D		1,125	D	$9.23	541,797	I	Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	03/28/2017		D		1,125	D	$9.23	541,797	D
Common Stock⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	03/28/2017		D		1,125	D	$9.23	541,797	I	Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	03/28/2017		D		1,125	D	$9.23	541,797	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

BlueMountain Strategic Credit GP, LLC

(Last)

(First)

(Middle)

280 PARK AVENUE, 12TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BlueMountain Strategic Credit Master Fund L.P.

(Last)

(First)

(Middle)

280 PARK AVENUE, 12TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BlueMountain Montenvers GP S.a.r.l.

(Last)

(First)

(Middle)

280 PARK AVENUE, 12TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BlueMountain Montenvers Master Fund SCA SICAV-SIF

(Last)

(First)

(Middle)

280 PARK AVENUE, 12TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Explanation of Responses:

1. The filing of this Form 4 shall not be construed as an admission that any of BlueMountain Capital Management, LLC ("BMCM"), GP Holdings, BMM GP (each as defined in Footnote 4), the General Partners or BMCA GP (each as defined in Footnote 3) 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, each of BMCM, GP Holdings and the General Partners disclaims such beneficial ownership, except to the extent of its respective pecuniary interest.

2. BMCM is the investment manager of each of: (i) Blue Mountain Credit Alternatives Master Fund L.P. ("BMCA"), which is the direct beneficial owner of 541,797 shares of Common Stock; (ii) BlueMountain Guadalupe Peak Fund L.P. ("BMGP"), which is the direct beneficial owner of 416,498 shares of Common Stock; (iii) BlueMountain Credit Opportunities Master Fund I L.P. ("BMCO"), which is the direct beneficial owner of 541,797 shares of Common Stock; (iv) BlueMountain Strategic Credit Master Fund L.P. ("BMSC" and, together with BMCA, BMGP and BMCO, the "Partnerships"), which is the direct beneficial owner of 541,797 shares of Common Stock; and (v) BlueMountain Montenvers Master Fund SCA SICAV-SIF ("BMM" and, together with the Partnerships, the "Funds"), which is the direct beneficial owner of 541,797 shares of Common Stock. 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.

3. (i) Blue Mountain CA Master Fund GP, Ltd. ("BMCA GP") is the general partner of BMCA and has an indirect profits interest in the Common Stock beneficially owned by it; (ii) Blue Mountain Credit GP, LLC ("BMC GP") is the sole owner of BMCA GP and has an indirect profits interest in the Common Stock beneficially owned by BMCA; (iii) BlueMountain Long/Short Credit GP, LLC ("BMGP GP") is the general partner of BMGP and has an indirect profits interest in the Common Stock beneficially owned by it; (iv) BlueMountain Credit Opportunities GP I, LLC ("BMCO GP") is the general partner of BMCO and has an indirect profits interest in the Common Stock beneficially owned by it; (v) BlueMountain Strategic Credit GP, LLC ("BMSC GP" and, together with BMC GP, BMGP GP and BMCO GP, the "General Partners") is the general partner of BMSC and has an indirect profits interest in the Common Stock beneficially owned by it; and

4. (vi) BlueMountain Montenvers GP S.a r.l. ("BMM GP") is the general partner of BMM and has an indirect profits interest in the Common Stock beneficially owned by it. BlueMountain GP Holdings, LLC ("GP Holdings") is the sole owner of each of the General Partners and thus has an indirect profits interest in the Common Stock beneficially owned by the Partnerships. BMCM is the sole owner of BMM GP and thus has an indirect profits interest in the Common Stock beneficially owned by BMM.

5. On March 28, 2017, pursuant to an agreement with the Issuer, (i) BMCA forfeited 2,253 shares of Common Stock, (ii) BMGP forfeited 1,728 shares of Common Stock, (iii) BMCO forfeited 2,253 shares of Common Stock, (iv) BMSC forfeited 2,253 shares of Common Stock and (v) BMM forfeited 2,253 shares of Common Stock.

6. On March 28, 2017, pursuant to an agreement with the Issuer, the Issuer repurchased (i) 1,125 shares of Common Stock from BMCA for $9.23 per share, (ii) 868 shares of Common Stock from BMGP for $9.23 per share, (iii) 1,125 shares of Common Stock from BMCO for $9.23 per share, (iv) 1,125 shares of Common Stock from BMSC for $9.23 per share and (v) 1,125 shares of Common Stock from BMM for $9.23 per share.

7. The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16(a)-3(j) under the Exchange Act. The Form 4 for certain additional Reporting Persons is being filed separately and simultaneously with this Form 4 due to the limitation of 10 Reporting Persons per filing.

Remarks:

	BlueMountain Strategic Credit GP, LLC, By: BlueMountain GP Holdings, LLC, By: /s/ Eric M. Albert, Chief Compliance Officer	03/30/2017
	BlueMountain Strategic Credit Master Fund L.P., By: BlueMountain Strategic Credit GP, LLC, By: BlueMountain GP Holdings, LLC, By: /s/ Eric M. Albert, Chief Compliance Officer	03/30/2017
	BlueMountain Montenvers GP S.a r.l., By: /s/ Eric M. Albert, Chief Compliance Officer	03/30/2017
	BlueMountain Montenvers Master Fund SCA SICAV-SIF, By: BlueMountain Montenvers GP S.a r.l., By: /s/ Eric M. Albert, Chief Compliance Officer	03/30/2017
	** 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.

Montenvers Master Fund SCA SICAV-SIF BlueMountain Form 4MedEquities Realty Trust / Montenvers Master Fund SCA SICAV-SIF BlueMountain ownership change