Sec Form 4 Filing - Eldridge Industries, LLC @ ESSENTIAL PROPERTIES REALTY TRUST, INC. - 2018-06-25

Insider filing report for Changes in Beneficial Ownership
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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
Eldridge Industries, LLC
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)
(Last) (First) (Middle)
600 STEAMBOAT ROAD
3. Date of Earliest Transaction (MM/DD/YY)
06/25/2018
(Street)
GREENWICH, CT06830
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 06/25/2018 P 7,785,611 A $ 14 7,785,611 I ( 2 ) by Security Benefit Life Insurance Company ( 2 )
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
OP Units ( 1 ) ( 1 ) 06/25/2018 P 1,142,960 ( 1 ) ( 1 ) Common Stock 1,142,960 $ 14 1,142,960 I ( 2 ) by Security Benefit Life Insurance Company ( 2 )
OP Units ( 1 ) ( 1 ) ( 1 ) ( 1 ) Common Stock 17,913,592 17,913,592 I ( 3 ) by EPRT Holdings, LLC ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Eldridge Industries, LLC
600 STEAMBOAT ROAD
GREENWICH, CT06830
X
EPRT Holdings, LLC
600 STEAMBOAT ROAD
GREENWICH, CT06830
X
Boehly Todd L
600 STEAMBOAT ROAD
GREENWICH, CT06830
X
Signatures
Eldridge Industries, LLC, By: /s/ Todd Boehly, Manager 06/27/2018
Signature of Reporting Person Date
EPRT Holdings, LLC, By: /s/ Anthony D. Minella, Manager 06/27/2018
Signature of Reporting Person Date
/s/ Todd L. Boehly 06/27/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each OP Unit represents a unit of limited partnership interest in Essential Properties, L.P., the operating partnership through which the Issuer conducts its operations. Each OP Unit is redeemable for cash or, at the election of the Issuer, shares of common stock of the Issuer on a one-for-one basis, beginning one year after the issuance of the OP Units. The OP Units have no expiration date.
( 2 )These Shares and OP Units are held directly by Security Benefit Life Insurance Company. Eldridge Industries, LLC, as the indirect control person over Security Benefit Life Insurance Company, is deemed to beneficially own the Shares and OP Units held directly by Security Benefit Life Insurance Company. Todd L. Boehly, the indirect controlling member of Eldridge Industries, LLC, may be deemed to have voting and dispositive power with respect to the Shares and OP Units beneficially owned by Eldridge Industries, LLC. Mr. Boehly disclaims beneficial ownership of the Shares and OP Units beneficially owned by Eldridge Industries, LLC, except to the extent of his pecuniary interest therein.
( 3 )These OP Units are held directly by EPRT Holdings, LLC. EPRT Holdings, LLC is indirectly controlled by Eldridge Industries, LLC. Todd L. Boehly, the indirect controlling member of Eldridge Industries, LLC, may be deemed to have voting and dispositive power with respect to the OP Units beneficially owned by EPRT Holdings, LLC. Mr. Boehly disclaims beneficial ownership of the OP Units held by EPRT Holdings, LLC, except to the extent of his pecuniary interest therein.

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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