Sec Form 4 Filing - Color Up, LLC @ Parking REIT, Inc. - 2021-08-25

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Color Up, LLC 2. Issuer Name and Ticker or Trading Symbol Parking REIT, Inc. [ --] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 250 E 5TH STREET, STE 2110 3. Date of Earliest Transaction (MM/DD/YY) 08/25/2021 (Street) CINCINNATI, OH45202 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 08/25/2021 P 1,549,324 A $ 11.75 1,549,324 D ( 1 ) Common Stock 08/25/2021 P 175,000 A $ 11.75 1,724,324 D ( 1 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Warrants (Right to Buy) $ 11.75 08/25/2021 A 1,702,128 08/25/2021 08/25/2026 Common Stock 1,702,128 $ 20,000,000 1,702,128 D ( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Color Up, LLC 250 E 5TH STREET, STE 2110 CINCINNATI, OH45202 X Chavez Manuel III 250 E. 5TH ST., STE 2110 CINCINNATI, OH45202 X X Founder & CEO Hogue Stephanie 250 E. 5TH ST., STE 2110 CINCINNATI, OH45202 X X Managing Partner & CIO Osher Jeffrey 505 MONTGOMERY STREET, STE 1250 SAN FRANCISCO, CA94111 X X HSCP Strategic III L.P. 505 MONTGOMERY STREET, SUITE 1250 SAN FRANCISCO, CA94111 X X Signatures /s/ Manuel Chavez III, CEO of Color Up, LLC 08/27/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the January 8, 2021 Equity Purchase and Contribution Agreement ("EPCA") among The Parking REIT, Inc. ("TPR"), Color Up, LLC ("Color Up"), Michael V. Shustek and his affiliates (collectively, "Advisor"), and the other parties thereto, Color Up acquired 1,549,324 shares of TPR common stock ("TPR Shares") from the Advisor, 175,000 TPR Shares from a litigation settlement trust and warrants to purchase 1,702,128 TPR Shares. The Warrants are exercisable after a "Liquidity Event" as defined in the Warrant Agreement. Under the EPCA, Color Up also has the right to acquire at $11.75 per share up to 900,506 TPR Shares from TPR in the event Color Up does not acquire 900,506 TPR Shares in a tender offer it expects to commence after the date of this report. Reference is made to the Reporting Person's Schedule 13D.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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