X0306 4 2017-03-28 0 0001616314 MedEquities Realty Trust, Inc. MRT 0001427430 BlueMountain Capital Management, LLC 280 PARK AVENUE, 12TH FLOOR NEW YORK NY 10017 1 0 1 0 0001540859 BlueMountain GP Holdings, LLC 280 PARK AVENUE, 12TH FLOOR NEW YORK NY 10017 0 0 1 0 0001686968 BLUE MOUNTAIN CREDIT GP, LLC 280 PARK AVENUE, 12TH FLOOR NEW YORK NY 10017 0 0 1 0 0001540861 Blue Mountain CA Master Fund GP, Ltd. 280 PARK AVENUE, 12TH FLOOR NEW YORK NY 10017 0 0 1 0 0001540860 Blue Mountain Credit Alternatives Master Fund L.P. 280 PARK AVENUE, 12TH FLOOR NEW YORK NY 10017 0 0 1 0 0001541088 BlueMountain Long/Short Credit GP, LLC 280 PARK AVENUE, 12TH FLOOR NEW YORK NY 10017 0 0 1 0 0001598919 BlueMountain Guadalupe Peak Fund L.P. 280 PARK AVENUE, 12TH FLOOR NEW YORK NY 10017 0 0 1 0 0001564703 BlueMountain Credit Opportunities GP I, LLC 280 PARK AVENUE, 12TH FLOOR NEW YORK NY 10017 0 0 1 0 0001564705 BlueMountain Credit Opportunities Master Fund I L.P. 280 PARK AVENUE, 12TH FLOOR NEW YORK NY 10017 0 0 1 0 Common Stock 2017-03-28 4 D 0 10740 0.00 D 2589054 I Footnotes Common Stock 2017-03-28 4 D 0 8487 0.00 D 2046132 I Footnotes Common Stock 2017-03-28 4 D 0 2253 0.00 D 542922 I Footnotes Common Stock 2017-03-28 4 D 0 2253 0.00 D 542922 I Footnotes Common Stock 2017-03-28 4 D 0 2253 0.00 D 542922 D Common Stock 2017-03-28 4 D 0 1728 0.00 D 417366 I Footnotes Common Stock 2017-03-28 4 D 0 1728 0.00 D 417366 D Common Stock 2017-03-28 4 D 0 2253 0.00 D 542922 I Footnotes Common Stock 2017-03-28 4 D 0 2253 0.00 D 542922 D Common Stock 2017-03-28 4 D 0 2253 0.00 D 542922 I Footnotes Common Stock 2017-03-28 4 D 0 2253 0.00 D 542922 D Common Stock 2017-03-28 4 D 0 2253 0.00 D 542922 I Footnotes Common Stock 2017-03-28 4 D 0 2253 0.00 D 542922 D Common Stock 2017-03-28 4 D 0 5368 9.23 D 2583686 I Footnotes Common Stock 2017-03-28 4 D 0 4243 9.23 D 2041889 I Footnotes Common Stock 2017-03-28 4 D 0 1125 9.23 D 541797 I Footnotes Common Stock 2017-03-28 4 D 0 1125 9.23 D 541797 I Footnotes Common Stock 2017-03-28 4 D 0 1125 9.23 D 541797 D Common Stock 2017-03-28 4 D 0 868 9.23 D 416498 I Footnotes Common Stock 2017-03-28 4 D 0 868 9.23 D 416498 D Common Stock 2017-03-28 4 D 0 1125 9.23 D 541797 I Footnotes Common Stock 2017-03-28 4 D 0 1125 9.23 D 541797 D Common Stock 2017-03-28 4 D 0 1125 9.23 D 541797 I Footnotes Common Stock 2017-03-28 4 D 0 1125 9.23 D 541797 D Common Stock 2017-03-28 4 D 0 1125 9.23 D 541797 I Footnotes Common Stock 2017-03-28 4 D 0 1125 9.23 D 541797 D The filing of this Form 4 shall not be construed as an admission that any of BlueMountain Capital Management, LLC ("BMCM"), GP Holdings, BMM GP (each as defined in Footnote 4), the General Partners or BMCA GP (each as defined in Footnote 3) is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise the beneficial owner of any of the shares of Common Stock, par value $0.01 per share (the "Common Stock"), of MedEquities Realty Trust, Inc. (the "Issuer"). Pursuant to Rule 16a-1(a)(4) of the Exchange Act, each of BMCM, GP Holdings and the General Partners disclaims such beneficial ownership, except to the extent of its respective pecuniary interest. BMCM is the investment manager of each of: (i) Blue Mountain Credit Alternatives Master Fund L.P. ("BMCA"), which is the direct beneficial owner of 541,797 shares of Common Stock; (ii) BlueMountain Guadalupe Peak Fund L.P. ("BMGP"), which is the direct beneficial owner of 416,498 shares of Common Stock; (iii) BlueMountain Credit Opportunities Master Fund I L.P. ("BMCO"), which is the direct beneficial owner of 541,797 shares of Common Stock; (iv) BlueMountain Strategic Credit Master Fund L.P. ("BMSC" and, together with BMCA, BMGP and BMCO, the "Partnerships"), which is the direct beneficial owner of 541,797 shares of Common Stock; and (v) BlueMountain Montenvers Master Fund SCA SICAV-SIF ("BMM" and, together with the Partnerships, the "Funds"), which is the direct beneficial owner of 541,797 shares of Common Stock. BMCM, although it directs the voting and disposition of the Common Stock held by the Funds, only receives an asset-based fee relating to the Common Stock held by the Funds. (i) Blue Mountain CA Master Fund GP, Ltd. ("BMCA GP") is the general partner of BMCA and has an indirect profits interest in the Common Stock beneficially owned by it; (ii) Blue Mountain Credit GP, LLC ("BMC GP") is the sole owner of BMCA GP and has an indirect profits interest in the Common Stock beneficially owned by BMCA; (iii) BlueMountain Long/Short Credit GP, LLC ("BMGP GP") is the general partner of BMGP and has an indirect profits interest in the Common Stock beneficially owned by it; (iv) BlueMountain Credit Opportunities GP I, LLC ("BMCO GP") is the general partner of BMCO and has an indirect profits interest in the Common Stock beneficially owned by it; (v) BlueMountain Strategic Credit GP, LLC ("BMSC GP" and, together with BMC GP, BMGP GP and BMCO GP, the "General Partners") is the general partner of BMSC and has an indirect profits interest in the Common Stock beneficially owned by it; and (vi) BlueMountain Montenvers GP S.a r.l. ("BMM GP") is the general partner of BMM and has an indirect profits interest in the Common Stock beneficially owned by it. BlueMountain GP Holdings, LLC ("GP Holdings") is the sole owner of each of the General Partners and thus has an indirect profits interest in the Common Stock beneficially owned by the Partnerships. BMCM is the sole owner of BMM GP and thus has an indirect profits interest in the Common Stock beneficially owned by BMM. On March 28, 2017, pursuant to an agreement with the Issuer, (i) BMCA forfeited 2,253 shares of Common Stock, (ii) BMGP forfeited 1,728 shares of Common Stock, (iii) BMCO forfeited 2,253 shares of Common Stock, (iv) BMSC forfeited 2,253 shares of Common Stock and (v) BMM forfeited 2,253 shares of Common Stock. On March 28, 2017, pursuant to an agreement with the Issuer, the Issuer repurchased (i) 1,125 shares of Common Stock from BMCA for $9.23 per share, (ii) 868 shares of Common Stock from BMGP for $9.23 per share, (iii) 1,125 shares of Common Stock from BMCO for $9.23 per share, (iv) 1,125 shares of Common Stock from BMSC for $9.23 per share and (v) 1,125 shares of Common Stock from BMM for $9.23 per share. The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16(a)-3(j) under the Exchange Act. The Form 4 for certain additional Reporting Persons is being filed separately and simultaneously with this Form 4 due to the limitation of 10 Reporting Persons per filing. BlueMountain Capital Management, LLC, By: /s/ Eric M. Albert, Chief Compliance Officer 2017-03-30 BlueMountain GP Holdings, LLC, By: /s/ Eric M. Albert, Chief Compliance Officer 2017-03-30 Blue Mountain Credit GP, LLC, By: BlueMountain GP Holdings, LLC, By: /s/ Eric M. Albert, Chief Compliance Officer 2017-03-30 Blue Mountain CA Master Fund GP, Ltd., By: /s/ Andrew Feldstein, Director 2017-03-30 Blue Mountain Credit Alternatives Master Fund L.P., By: Blue Mountain CA Master Fund GP, Ltd., By: /s/ Andrew Feldstein, Director 2017-03-30 BlueMountain Long/Short Credit GP, LLC, By: BlueMountain GP Holdings, LLC, By: /s/ Eric M. Albert, Chief Compliance Officer 2017-03-30 BlueMountain Guadalupe Peak Fund L.P., By: BlueMountain Long/Short Credit GP, LLC, By: BlueMountain GP Holdings, LLC, By: /s/ Eric M. Albert, Chief Compliance Officer 2017-03-30 BlueMountain Credit Opportunities GP I, LLC, By: BlueMountain GP Holdings, LLC, By: /s/ Eric M. Albert, Chief Compliance Officer 2017-03-30 BlueMountain Credit Opportunities Master Fund I L.P., By: BlueMountain Credit Opportunities GP I, LLC, By: BlueMountain GP Holdings, LLC, By: /s/ Eric M. Albert, Chief Compliance Officer 2017-03-30