| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
MacKenzie Realty Capital, Inc. [ MKZR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/06/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 08/07/2025 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| MacKenzie Realty Capital Inc. Common Stock | 08/06/2025 | P | 22,559 | A | $4.31(1) | 22,559 | I | By MacKenzie Real Estate Advisers, LP(2) | ||
| MacKenzie Realty Capital Inc. Common Stock | 08/07/2025 | P | 7,949 | A | $4.64(3) | 30,508 | I | By MacKenzie Real Estate Advisers, LP(2) | ||
| MacKenzie Realty Capital Inc. Common Stock | 5,569(4) | I | By MPF Successors, LP(5) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Explanation of Responses: |
| 1. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $4.18 to $4.50, inclusive. The reporting person undertakes to provide to MacKenzie Realty Capital, Inc. (MKZR), any security holder of MKZR, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnote 1 to this Form 4. |
| 2. MacKenzie Real Estate Advisers, LP ("MREA") acquired shares of MacKenzie Realty Capital, Inc. ("MRC"). The filer owns an interest in MREA and therefore could be deemed to beneficially own the MRC shares acquired by MREA, but disclaims beneficial ownership of the securities referred to herein except to the extent of the filer's pecuniary interest in such securities. |
| 3. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $4.51 to $4.76, inclusive. The reporting person undertakes to provide to MacKenzie Realty Capital, Inc. (MKZR), any security holder of MKZR, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnote 3 to this Form 4. |
| 4. The filer is now disclosing the total amount owned by MPF Successors rather than his pecuniary interest in such shares, and disclaiming the amount in excess of his pecuniary interest. All share amounts indicated above are after the 1 for 10 reverse stock split effective August 4, 2025. |
| 5. MPF Successors, LP ("MPF") acquired shares of MacKenzie Realty Capital, Inc. ("MRC"). The filer owns an interest in MPF and therefore could be deemed to beneficially own the MRC shares acquired by MPF, but disclaims beneficial ownership of the securities referred to herein except to the extent of the filer's pecuniary interest in such securities. |
| /s/ Jeri Bluth, as attorney-in-fact for Charles E. Patterson II | 08/11/2025 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||