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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol ESSENTIAL PROPERTIES REALTY TRUST, INC. [ EPRT ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 07/17/2019 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| OP Units(1) | (1) | 07/17/2019 | J(2) | 553,847 | (1) | (1) | Common Stock | 553,847 | (2) | 17,359,745 | I(3) | By EPRT Holdings, LLC(3) | |||
| OP Units(1) | (1) | (1) | (1) | Common Stock | 1,142,960 | 1,142,960 | I(4) | By Security Benefit Life Insurance Company(4) | |||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Each OP Unit represents a unit of limited partnership interest in Essential Properties, L.P., the operating partnership through which Essential Properties Realty Trust, Inc. (the "Issuer") conducts its operations. Each OP Unit is redeemable for cash or, at the election of the Issuer, shares of common stock of the Issuer on a one-for-one basis. The OP Units have no expiration date. |
| 2. This transaction represents an in-kind distribution of OP Units of the Issuer by EPRT Holdings, LLC ("EPRT") to certain members of EPRT in exchange for the redemption of such members' interests in EPRT. |
| 3. These OP Units are held directly by EPRT. EPRT is indirectly controlled by Eldridge Industries, LLC ("Eldridge"). Todd L. Boehly, the indirect controlling member of Eldridge, may be deemed to have voting and dispositive power with respect to the OP Units beneficially owned by EPRT and Eldridge. Mr. Boehly disclaims beneficial ownership of the OP Units held by EPRT, except to the extent of his pecuniary interest therein. |
| 4. These OP Units are held directly by Security Benefit Life Insurance Company ("SBL"). Eldridge, as the indirect control person of SBL, is deemed to beneficially own the OP Units held directly by SBL. Todd L. Boehly, the indirect controlling member of Eldridge, may be deemed to have voting and dispositive power with respect to the OP Units beneficially owned by Eldridge. Mr. Boehly disclaims beneficial ownership of the OP Units beneficially owned by Eldridge, except to the extent of his pecuniary interest therein. |
| Remarks: |
| ELDRIDGE INDUSTRIES, LLC, Name: /s/ Todd Boehly | 07/19/2019 | |
| EPRT HOLDINGS, LLC, Name: /s/ Anthony D. Minella, Title: Manager | 07/19/2019 | |
| /s/ Todd L. Boehly | 07/19/2019 | |
| ** 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. | ||