Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
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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) |
11/14/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
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)
(a)
(b)
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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
836,169.97 | ||||||||
| 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)
48.49 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) Share amounts for Sole Voting Power, Sole Dispositive Power and Aggregate amount beneficially owned include common units of limited partnership interest ("OP Units") in Medalist Diversified Holdings, L.P., the operating partnership (the "Operating Partnership") of Medalist Diversified REIT, Inc., a Maryland corporation (the "Issuer") owned by the Reporting Person either directly or indirectly, through BET Trust Dated March 11, 1999 ("BET Trust"), of which the Reporting Person is trustee and has sole voting and dispositive power, that are either currently convertible into shares of the Issuer's common stock, $0.01 par value per share (the "Common Stock") or are convertible into Common Stock within 60 days or shortly thereafter, which includes 14,546.97 OP Units that will become redeemable as of January 15, 2026, and 209,600 OP Units that will become redeemable as of January 24, 2026. BET Trust disclaims beneficial ownership of the Shares that may be issuable upon exchange of the OP Units. The OP Units are redeemable for cash equal to the then fair market value of one share of 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. Between November 12, 2025 and November 14, 2025, the Reporting Person purchased 25,959 shares of Common Stock, purchasing 6 shares of Common Stock and 5,953 shares of Common Stock on the open market on November 12, 2025 and November 13, 2025, respectively, and 20,000 shares of Common Stock from Marc Carlson pursuant to a stock purchase agreement dated as
of November 14, 2025. On November 14, 2025, the Reporting Person exchanged 2,405 shares of Common Stock on a one-for-one basis for an aggregate of 2,405 OP Units (the "Exchange"), with such OP Units becoming redeemable on November 14, 2026. Following the Exchange, the Reporting Person directly owns 221,574 shares of Common Stock. (2) The percentage of the class was calculated based on 1,724,595.97 shares of Common Stock outstanding as of November 6, 2025, which includes (i) 19,348.50 OP Units that became redeemable on January 17, 2025, (ii) 208,695.5 OP Units that became redeemable on March 28, 2025, (iii) 160,000 OP Units that became redeemable on October 11, 2025, (iv) 14,546.97 OP Units that will become redeemable as of January 15, 2026, and (v) 209,600 OP Units that will become redeemable as of January 24, 2026. This Amendment No. 8 to Schedule 13D amends and supplements the statement on Schedule 13D initially filed on January 31, 2023 by Francis P. Kavanaugh, as amended by that certain Amendment No. 1 to Schedule 13D filed on June 21, 2023, that certain Amendment No. 2 to Schedule 13D filed on June 27, 2023, that certain Amendment No. 3 to Schedule 13D filed on January 27, 2025, that certain Amendment No. 4 to Schedule 13D filed on February 25, 2025, that certain Amendment No. 5 to Schedule 13D filed on August 11, 2025, that certain Amendment No. 6 to Schedule 13D filed on August 27, 2025 and that certain Amendment No. 7 to Schedule 13D filed on September 3, 2025 (collectively, the "Schedule 13D").
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: Between November 12, 2025 and November 14, 2025, the Reporting Person purchased 25,959 shares of Common Stock, purchasing 6 shares of Common Stock and 5,953 shares of Common Stock on the open market on November 12, 2025 and November 13, 2025, respectively, and 20,000 shares of Common Stock from Marc Carlson pursuant to a stock purchase agreement dated as of November 14, 2025. | |
| 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 November 14, 2025, the Reporting Person entered into 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, 20,000 shares of Common Stock for an aggregate purchase price of $270,000 (the "Stock Purchase Agreement"). | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The Reporting Person has voting and dispositive power over 836,169.97 shares of Common Stock of the Issuer, which represents approximately 48.49% of the total issued and outstanding shares of Common Stock of the Issuer based upon 1,724,595.97 shares of Common Stock outstanding at November 6, 2025, as reported by the Issuer, which includes (i) 19,348.50 OP Units that became redeemable on January 17, 2025, (ii) 208,695.5 OP Units that became redeemable on March 28, 2025, (iii) 160,000 OP Units that became redeemable on October 11, 2025, (iv) 14,546.97 OP Units that will become redeemable as of January 15, 2026, and (v) 209,600 OP Units that will become redeemable as of January 24, 2026. 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) | 836,169.97 |
| (c) | On November 14, 2025, the Reporting Person exchanged 2,405 shares of Common Stock on a one-for-one basis for an aggregate of 2,405 OP Units, with such OP Units becoming redeemable on November 14, 2026. Between November 12, 2025 and November 14, 2025, the Reporting Person purchased 25,959 shares of Common Stock, purchasing 6 shares of Common Stock and 5,953 shares of Common Stock on the open market on November 12, 2025 and November 13, 2025, respectively, and 20,000 shares of Common Stock from Marc Carlson pursuant to a stock purchase agreement dated as of November 14, 2025. |
| (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 November 14, 2025, the Reporting Person and Marc Carlson entered into the Stock Purchase Agreement described in Item 4 to this Amendment No. 8. | |
| 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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