SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
THE PARKING REIT, INC.
(Name of Subject Company (Issuer))
COLOR UP, LLC,
MANUEL CHAVEZ, III,
HSCP STRATEGIC III, L.P.
(Names of Filing Persons (identifying status as offeror, issuer or other person))
COMMON STOCK, $0.0001 PAR VALUE
(Title of Class of Securities)
(CUSIP Number of Class of Securities)
Manuel Chavez, III
Chief Executive Officer, Color Up, LLC
250 E. 5th Street, Suite 2110
Cincinnati, Ohio 45202
Telephone: (513) 834-5110
(Name, address, and telephone number of person authorized to receive notices and communications on behalf of filing persons)
James C. Kennedy
F. Mark Reuter
Keating Muething & Klekamp PLL
1 East 4th Street, Suite 1400
Cincinnati, Ohio 45202
Telephone: (513) 579-6400
CALCULATION OF FILING FEE
Amount of Filing Fee
|(1)||Estimated for purposes of calculating the filing fee only. This amount is determined by multiplying 900,506 shares of The Parking REIT, Inc. common stock by $11.75 per share, which is the offer price.|
|(2)||The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No. 1 for fiscal year 2022, issued August 23, 2021, equals $92.70 for each $1,000,000 of the value of the transaction.|
☐ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: n/a
Form of Registration No.: n/a
☐ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
☒ Third-party tender offer subject to Rule 14d-1.
☐ Issuer tender offer subject to Rule 13e-4.
☐ Going-private transaction subject to Rule 13e-3.
☒ Amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer. ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
☐ Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
☐ Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)