SCHEDULE 13D/A: Medalist Diversified REIT Amends 13D Filing to Clarify Share Ownership and Transactions Following SEC Inquiry

Medalist Diversified REIT, Inc. has filed an amendment to its Schedule 13D, clarifying beneficial ownership details and past share transactions for Alfred Lee Finley and related entities in response to an SEC request.

Summary

• This document is Amendment No. 1 to the Schedule 13D originally filed on January 29, 2025, by Medalist Diversified REIT, Inc.
• The amendment was filed in direct response to correspondence dated March 17, 2025, from the SEC's Division of Corporation Finance, which requested clarification on the date of the event requiring the original filing, transactions reported in Item 5(c), and the inclusion of a joint filing exhibit.
• The original Schedule 13D's event date was clarified as June 25, 2024, which corresponds to the date Alfred Lee Finley was appointed to the Issuer's board of directors.
• Alfred Lee Finley beneficially owns an aggregate of 165,099 shares of Common Stock, representing 12.1% of the class. This includes 8,849 shares with sole voting and dispositive power, and 156,250 shares with shared voting and dispositive power.
• Susan Finley beneficially owns an aggregate of 157,810 shares of Common Stock, representing 11.6% of the class. This includes 1,560 shares with sole voting and dispositive power, and 156,250 shares with shared voting and dispositive power.
• ALF Operating Partners, Ltd. beneficially owns 7,810 shares of Common Stock, representing 0.6% of the class, with sole voting and dispositive power.
• During the specified 'Look-Back Period' (60 days prior to July 2, 2024, through January 29, 2025), the only reported transaction was the grant of 1,039 shares of Common Stock to Lee Finley on January 28, 2025, by the board of directors pursuant to the Issuer's 2018 Equity Incentive Plan, in connection with his board service.
• A Joint Filing Agreement (Exhibit 99.1) has been added to the filing as requested by the SEC.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. While the need for an amendment due to an SEC inquiry could be perceived negatively, the prompt and detailed response demonstrates good corporate governance and a commitment to regulatory compliance. The share grant to a board member also aligns interests.

Positives

• The company and reporting persons demonstrated responsiveness and commitment to regulatory compliance by promptly addressing the SEC's inquiries.
• The grant of 1,039 shares to board member Alfred Lee Finley aligns his interests with those of the shareholders, as it is tied to his service on the board.

Negatives

• The necessity for an SEC inquiry suggests that the initial Schedule 13D filing may have contained ambiguities or lacked sufficient detail, requiring subsequent clarification.

Risks

• Potential for increased regulatory scrutiny if future filings are not sufficiently clear or complete, although this amendment addresses past issues.

Future Outlook

NA

Industry Context

This filing is a routine regulatory compliance update for a publicly traded Real Estate Investment Trust (REIT). It primarily focuses on clarifying beneficial ownership and past share transactions, rather than providing insights into broader real estate industry trends, market conditions, or competitive dynamics.

Corporate Governance

Legal Proceedings

• The filing is a direct response to correspondence from the SEC's Division of Corporation Finance, indicating regulatory oversight and the company's compliance efforts in addressing specific inquiries.

Related Party Transactions

• On January 28, 2025, 1,039 shares of Common Stock were granted to Lee Finley, a board member, pursuant to the Issuer's 2018 Equity Incentive Plan in connection with his service on the board of directors.

Stakeholder Impact

• Shareholders: Benefit from increased transparency and clarity regarding beneficial ownership and the company's adherence to regulatory disclosure requirements.
• Regulatory Authorities: The company's responsiveness to SEC inquiries demonstrates a commitment to fulfilling its disclosure obligations.

Key Dates

Keywords

Medalist Diversified REIT, Schedule 13D Amendment, SEC Filing, Beneficial Ownership, Alfred Lee Finley, Susan Finley, ALF Operating Partners, Common Stock, Equity Incentive Plan, Corporate Governance, Share Ownership, Regulatory Compliance