Broad Street Realty (BRST) Form 4 Broad Street Realty / Alexander Topchy 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^*

Topchy Alexander

(Last) (First) (Middle)

C/O BROAD STREET REALTY, INC.

7250 WOODMONT AVE, SUITE 350

(Street)

BETHESDA MD 20814

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Broad Street Realty, Inc. [ BRST ]

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

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

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)

X	Form filed by One Reporting Person
	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	12/27/2019		A		86,459(1)	A	(1)(2)	86,459	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
OP Units	(4)	12/27/2019		A		48,320(4)		12/27/2020(3)	(3)	Common Stock	48,320	$0(2)(3)	48,320	D

Explanation of Responses:

1. Received in exchange for membership interests in BSV Dekalb 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 membership interests that were then outstanding were converted into the right to receive shares of the Issuer's common stock.

2. As of the date immediately prior to the effective time of the mergers, the last reported sales price of the Issuer's common stock on the OTCQB Market was $2.75 per share.

3. Represents units of limited partnership interest ("OP Units") in the Operating Partnership. The Issuer is the sole member of the general partner of the Operating Partnership. Beginning on the 12-month anniversary of the date of issuance, each OP Unit is redeemable for cash equal to the then-current market value of one share of the Issuer's common stock or, in the Issuer's sole discretion, one share of the Issuer's common stock. The OP Units have no expiration date.

4. Received in exchange for membership interests in BSV Colonial Investor LLC, BSV Lamonticello Investors LLC, and BSV Patrick Street Member LLC pursuant to the previously disclosed Agreements and Plans of Merger (the "OP Unit Merger Agreements"), dated as of May 28, 2019, as amended on November 27, 2019, by and among each of the aforementioned entities, the Issuer, the Operating Partnership and certain subsidiaries of the Issuer. Upon the closing of the transactions contemplated by the OP Unit Merger Agreements, the membership interests that were then outstanding were converted into the right to receive OP Units.

Remarks:

	/s/ Andrew P. Campbell as attorney-in-fact for Alexander Topchy	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).
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