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 Broad Street Realty, Inc. [ BRST ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 12/27/2019 | ||||||||||||||||||||||||||
| 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 | ||||||
| Common Stock | 12/27/2019 | A | 392,335(1) | A | (1)(3) | 392,335 | D | |||
| Common Stock | 12/27/2019 | A | 27,376(2) | A | (1)(3) | 27,376(6) | I | By ABL, LLC | ||
| Common Stock | 12/31/2019 | A | 54,285(4) | A | (4)(5) | 446,620 | D | |||
| 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 | ||||||||
| Explanation of Responses: |
| 1. Received in exchange for membership interests in BSV Avondale LLC, BSV Crestview Square LLC, BSV Coral Hills Investors LLC, BSV Dekalb LLC, BSV Hollinswood LLC and BSV West Broad Investors LLC, pursuant to the previously disclosed Agreements and Plans of Merger (the "Stock Merger Agreements"), dated as of May 28, 2019, as amended on Nov. 27, 2019, by and among each of the aforementioned entities, Broad Street Realty, Inc. (formerly known as MedAmerica Properties Inc.) (the "Issuer"), Broad Street Operating Partnership, LP (the "Operating Partnership") and certain subsidiaries. Upon the closing of the transactions contemplated by the Stock Merger Agreements (the "Stock Mergers"), the membership interests that were then outstanding were converted into the right to receive shares of the Issuer's common stock. |
| 2. Received in exchange for membership interests in BSV Dekalb LLC, pursuant to the applicable Stock Merger Agreement. Upon the closing of the transactions contemplated by such Stock Merger Agreement, the membership interests that were then outstanding were converted into the right to receive shares of the Issuer's common stock. |
| 3. As of the date immediately prior to the effective time of the Stock Mergers, the last reported sales price of the Issuer's common stock on the OTCQB Market was $2.75 per share. |
| 4. Received in exchange for membership interests in BSV Premier Brookhill LLC ("BSV Brookhill"), pursuant to the previously disclosed Agreement and Plan of Merger (the "Brookhill Merger Agreement"), dated as of May 28, 2019, as amended on Nov. 27, 2019 and Dec. 27, 2019, by and among BSV Brookhill, the Issuer, the Operating Partnership and certain subsidiaries. Upon the closing of the transactions contemplated by the Brookhill Merger Agreement (the "Brookhill Merger"), the membership interests that were then outstanding were converted into the right to receive shares of the Issuer's common stock. |
| 5. As of the date immediately prior to the effective time of the Brookhill Merger, the last reported sales price of the Issuer's common stock on the OTCQB Market was $3.07 per share. |
| 6. The reporting person is the managing member of a limited liability company that owns the reported securities. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. |
| Remarks: |
| /s/ Andrew P. Campbell as attorney-in-fact for Daniel JW Neal | 12/31/2019 | |
| ** 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. | ||