8-K 1 mrc8k_013117.htm

Washington, D.C. 20549

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported)
January 30, 2017


 (Exact name of registrant as specified in its charter)

(State of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
1640 School Street
Moraga, California
(Address of principal executive offices)
(Zip Code)
(925) 631-9100
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure.

On January 30, 2016, MacKenzie Realty Capital, Inc., mailed a letter to stockholders announcing the 2016 dividend allocation for ordinary and capital gains dividends, as well as announcing the Fourth Calendar Quarter regular dividend.

The full text of the letter is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

The information in this Current Report is furnished pursuant to Item 7 and shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. This information will not be deemed an admission as to the materiality of any information contained herein that is required to be disclosed solely by Regulation FD.
Item 8.01 Other Events.

Fourth Calendar Quarter 2016 Dividend

The board of directors (the "Board") of MacKenzie Realty Capital, Inc. (the "Company") has authorized the Company to declare a dividend for the Fourth Calendar Quarter 2016.  This is the Company's regular quarterly dividend at the annual rate of 7% based upon the sale price of $10 per Share. Unless pro-rated due to closings during the quarter as described in the paragraph below, shareholders of record as of December 31, 2016, will receive a total dividend equal to $0.175 per Share, and will be paid on or about January 30, 2017, in cash or reinvested in stock for those participating in the Company's dividend reinvestment plan. The Board anticipates making future declared dividends, if any, on a similar schedule, approximately 45 days after the close of the previous fiscal quarter.  The Board determined that the Company had sufficient income from the quarter ended December 31, 2016, to support the regular quarterly dividend to Stockholders at the annualized rate of 7%, without distributing any original capital.

For any Shares issued pursuant to a closing during the Fourth Calendar Quarter 2016, dividends will be pro-rated based upon the "acceptance date" for such closings. Shares issued with an effective date of November 1, 2016, will receive $0.1166 per Share and shares issued with an effective date of December 1, 2016, will receive $0.0583 per Share.

Statements in this Current Report on Form 8-K, including intentions, beliefs, expectations or projections relating to items such as the timing of payment of dividends are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are based on current expectations and assumptions with respect to, among other things, future economic, competitive and market conditions and future business decisions that may prove incorrect or inaccurate. Important factors that could cause actual results to differ materially from those in the forward looking statements include the risks described in the "Risk Factors" section of the Company's Annual Report on Form 10-K for the year ended June 30, 2016, as amended, and its other filings with the Securities and Exchange Commission.

Item 9.01 Financial Statements and Exhibits

(d)  Exhibits

Exhibit Number
Letter to stockholders regarding tax treatment of dividends and 4th quarter dividend


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: January 31, 2017
/s/ Robert Dixon
Robert Dixon