Stephanie Hogue Form 4 Parking REIT / Jeffrey Osher 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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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^*

Hogue Stephanie

(Last) (First) (Middle)

250 E. 5TH ST., STE 2110

(Street)

CINCINNATI OH 45202

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Parking REIT, Inc. [ -- ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/25/2021

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/25/2021		P		1,549,324	A	$11.75	1,549,324	I	Color Up, LLC(1)
Common Stock	08/25/2021		P		175,000	A	$11.75	1,724,324	I	Color Up, LLC(1)

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
Warrants (Right to Buy)	$11.75	08/25/2021		A		1,702,128		08/25/2021	08/25/2026	Common Stock	1,702,128	$20,000,000	1,702,128	I	Color Up, LLC(1)

1. Name and Address of Reporting Person^*

Hogue Stephanie

(Last) (First) (Middle)

250 E. 5TH ST., STE 2110

(Street)

CINCINNATI OH 45202

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Chavez Manuel III

(Last) (First) (Middle)

250 E. 5TH ST., STE 2110

(Street)

CINCINNATI OH 45202

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Color Up, LLC

(Last) (First) (Middle)

250 E 5TH STREET, STE 2110

(Street)

CINCINNATI OH 45202

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Osher Jeffrey

(Last) (First) (Middle)

505 MONTGOMERY STREET, STE 1250

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

HSCP Strategic III L.P.

(Last) (First) (Middle)

505 MONTGOMERY STREET, SUITE 1250

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

Explanation of Responses:

1. Pursuant to the January 8, 2021 Equity Purchase and Contribution Agreement ("EPCA") among The Parking REIT, Inc. ("TPR"), Color Up, LLC ("Color Up"), Michael V. Shustek and his affiliates (collectively, "Advisor"), and the other parties thereto, Color Up acquired 1,549,324 shares of TPR common stock ("TPR Shares") from the Advisor, 175,000 TPR Shares from a litigation settlement trust and warrants to purchase 1,702,128 TPR Shares. The Warrants are exercisable after a "Liquidity Event" as defined in the Warrant Agreement. Hogue is the President of Color Up, LLC. Under the EPCA, Color Up also has the right to acquire at $11.75 per share up to 900,506 TPR Shares from TPR in the event Color Up does not acquire 900,506 TPR Shares in a tender offer it expects to commence after the date of this report. Reference is made to the Reporting Person's Schedule 13D.

	/s/ F. Mark Reuter, Attorney in Fact for Stephanie Hogue	08/27/2021
	** Signature of Reporting Person	Date
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