SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)
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Medalist Diversified REIT, Inc. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
58403P402 (CUSIP Number) |
Brent Winn P. O. Box 8436, Richmond, VA, 23226 804-338-7708 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/29/2025 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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CUSIP No. | 58403P402 |
1 |
Name of reporting person
Francis P. Kavanaugh | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
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3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
PF | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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6 | Citizenship or place of organization
UNITED STATES
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Number of Shares Beneficially Owned by Each Reporting Person With: |
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11 | Aggregate amount beneficially owned by each reporting person
586,064.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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13 | Percent of class represented by amount in Row (11)
38.93 % | ||||||||
14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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Item 1. | Security and Issuer |
(a) | Title of Class of Securities:
Common Stock |
(b) | Name of Issuer:
Medalist Diversified REIT, Inc. |
(c) | Address of Issuer's Principal Executive Offices:
P. O. Box 8436, Richmond,
VIRGINIA
, 23226. |
Item 2. | Identity and Background |
(a) | Francis P. Kavanaugh |
(b) | The principal business address for the Reporting Person is 107 Via Florence, Newport Beach, CA 92663. |
(c) | The principal business of the Reporting Person is President and Chief Executive Officer of Medalist Diversified REIT, Inc. engaged in the investment and management of commercial real estate with a mailing address of P. O. Box 8436, Richmond, VA 23226. |
(d) | No |
(e) | No |
(f) | US |
Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following disclosure to Item 3:
On August 29, 2025, the Reporting Person purchased 162,899 shares of Common Stock, purchasing 22,899 shares on the open market, 80,000 shares of Common Stock from Marc Carlson pursuant to a stock purchase agreement and 60,000 shares of Common Stock from the Kramerica Trust, Dated July 24, 2015 pursuant to a separate stock purchase agreement. | |
Item 4. | Purpose of Transaction |
The information set forth in Items 3, 5 and 6 hereof are hereby incorporated by reference into this Item 4, as applicable. In addition, Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following disclosure to Item 4:
On August 29, 2025, the Reporting Person entered into (i) that certain stock purchase agreement with Marc Carlson, pursuant to which, among other things, the Reporting Person agreed to purchase, and Marc Carlson agreed to sell, 80,000 shares of Common Stock for an aggregate purchase price of $1,000,000 (the "Carlson Stock Purchase Agreement"), and (ii) that certain stock purchase agreement with the Kramerica Trust, Dated July 24, 2015 (the "Kramerica Trust"), pursuant to which, among other things, the Reporting Person agreed to purchase, and Marc Carlson agreed to sell, 60,000 shares of Common Stock for an aggregate purchase price of $750,000 (the "Kramerica Trust Stock Purchase Agreement" and together with the Carlson Stock Purchase Agreement, the "Stock Purchase Agreements"). | |
Item 5. | Interest in Securities of the Issuer |
(a) | The Reporting Person has voting and dispositive power over 586,064 shares of Common Stock of the Issuer, which represents approximately 38.93% of the total issued and outstanding shares of Common Stock of the Issuer based upon 1,505,270 shares of Common Stock outstanding at August 11, 2025, as reported by the Issuer, which includes 232,865 OP Units that are redeemable as of August 11, 2025, and 160,000 OP Units that will become redeemable on October 11, 2025. The OP Units are redeemable for cash equal to the then fair market value of one share of the Common Stock, except that the Operating Partnership may, at its election, cause the Issuer to acquire some or all of the OP Units so presented on a one-for-one basis for shares of the Common Stock. |
(b) | 586,064 |
(c) | On August 8, 2025, the Reporting Person exchanged 240,004 shares of Common Stock on a one-for-one basis for an aggregate of 240,004 OP Units, with such OP Units becoming redeemable on August 8, 2026. On August 29, 2025, the Reporting Person purchased 162,899 shares of Common Stock, purchasing 22,899 shares on the open market, 80,000 shares from Marc Carlson pursuant to a stock purchase agreement and 60,000 shares from the Kramerica Trust, Dated July 24, 2015 pursuant to a separate stock purchase agreement. |
(d) | None |
(e) | Not applicable |
Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following disclosure to Item 6:
On August 29, 2025, (i) the Reporting Person and Marc Carlson entered into the Carlson Stock Purchase Agreement described in Item 4 to this Amendment No. 7 and (ii) the Reporting Person and the Kramerica Trust entered into the Kramerica Trust Stock Purchase Agreement described in Item 4 to this Amendment No. 7. | |
Item 7. | Material to be Filed as Exhibits. |
None. |
SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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