SEC Form 4
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*
Eldridge Industries, LLC

(Last) (First) (Middle)
600 STEAMBOAT ROAD

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ESSENTIAL PROPERTIES REALTY TRUST, INC. [ EPRT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
07/22/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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
Common Stock 07/22/2019 C(1) 17,359,745 A (1) 17,359,745 I By EPRT Holdings, LLC(2)
Common Stock 07/22/2019 C(1) 1,142,960 A (1) 8,928,571 I By Security Benefit Life Insurance Company(3)
Common Stock 07/22/2019 S(4)(5) 17,359,745 D $19.5525(4)(5) 0 I By EPRT Holdings, LLC(2)
Common Stock 07/22/2019 S(4)(5) 8,928,571 D $19.5525(4)(5) 0 I By Security Benefit Life Insurance Company(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
OP Units(1) (1) 07/22/2019 C(1) 17,359,745 (1) (1) Common Stock 17,359,745 (1) 0 I(2) By EPRT Holdings, LLC(2)
OP Units(1) (1) 07/22/2019 C(1) 1,142,960 (1) (1) Common Stock 1,142,960 (1) 0 I(3) By Security Benefit Life Insurance Company(3)
1. Name and Address of Reporting Person*
Eldridge Industries, LLC

(Last) (First) (Middle)
600 STEAMBOAT ROAD

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
1. Name and Address of Reporting Person*
EPRT Holdings, LLC

(Last) (First) (Middle)
600 STEAMBOAT ROAD

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Boehly Todd L

(Last) (First) (Middle)
600 STEAMBOAT ROAD

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
Explanation of Responses:
1. On July 22, 2019, EPRT Holdings, LLC ("EPRT") redeemed 17,359,745 OP Units and received 17,359,745 shares of common stock of Essential Properties Realty Trust, Inc. (the "Issuer") and Security Benefit Life Insurance Company ("SBL") redeemed 1,142,960 OP Units and received 1,142,960 shares of common stock of the Issuer. Each OP Unit represented a unit of limited partnership interest in Essential Properties, L.P., the operating partnership through which the Issuer conducts its operations. Each OP Unit was redeemable for cash or, at the election of the Issuer, shares of common stock of the Issuer on a one-for-one basis. The OP Units had no expiration date.
2. These OP Units and shares of common stock of the Issuer were held directly by EPRT. EPRT is indirectly controlled by Eldridge Industries, LLC ("Eldridge"). Todd L. Boehly, the indirect controlling member of Eldridge, may have been deemed to have had voting and dispositive power with respect to the OP Units and shares of common stock of the Issuer that were beneficially owned by EPRT. Mr. Boehly disclaims that he had beneficial ownership of the OP Units and shares of common stock of the Issuer that were held by EPRT, except to the extent of his pecuniary interest therein.
3. These OP Units and shares of common stock of the Issuer were held directly by SBL. Eldridge, as the indirect control person of SBL, had been deemed to beneficially own the OP Units and shares of common stock of the Issuer that were held directly by SBL. Todd L. Boehly, the indirect controlling member of Eldridge, may have been deemed to have had voting and dispositive power with respect to the OP Units and shares of common stock of the Issuer that were beneficially owned by Eldridge. Mr. Boehly disclaims that he had beneficial ownership of the OP Units and shares of common stock of the Issuer that were beneficially owned by Eldridge, except to the extent of his pecuniary interest therein.
4. On July 17, 2019, the Issuer, Essential Properties, L.P., EPRT, SBL and Citigroup Global Markets Inc. (the "Underwriter") entered into an Underwriting Agreement (the "Underwriting Agreement") in connection with an underwritten public offering of the Issuer's common stock, pursuant to which EPRT agreed to sell 15,095,431 shares of common stock of the Issuer and SBL agreed to sell 7,763,975 shares of common stock of the Issuer (collectively, the "Initial Sales"). In addition, pursuant to the Underwriting Agreement, each of EPRT and SBL granted the Underwriter an option (the "Option") to purchase additional shares of common stock to cover overallotments.
5. (Continued from footnote 4) The Underwriter exercised the Option in full on July 18, 2019, and EPRT sold an additional 2,264,314 shares of common stock of the Issuer and SBL sold an additional 1,164,596 shares of common stock of the Issuer to the Underwriter. Both the Initial Sales and the sales resulting from the exercise of the Option closed on July 22, 2019. The sales price reported in this Form 4 reflects underwriting discounts. The public offering price in the underwritten public offering was $19.75 per share.
Remarks:
ELDRIDGE INDUSTRIES, LLC, Name: /s/ Todd Boehly 07/23/2019
EPRT HOLDINGS, LLC, Name: /s/ Anthony D. Minella, Title: Manager 07/23/2019
/s/ Todd L. Boehly 07/23/2019
** 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).
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