4//SEC Filing
Eldridge Industries, LLC 4
Accession 0000899243-19-020099
CIK 0001728951other
Filed
Jul 22, 8:00 PM ET
Accepted
Jul 23, 4:08 PM ET
Size
22.4 KB
Accession
0000899243-19-020099
Insider Transaction Report
Form 4
Eldridge Industries, LLC
10% Owner
Transactions
- Conversion
Common Stock
2019-07-22+1,142,960→ 8,928,571 total(indirect: By Security Benefit Life Insurance Company) - Conversion
OP Units
2019-07-22−1,142,960→ 0 total(indirect: By Security Benefit Life Insurance Company)→ Common Stock (1,142,960 underlying) - Conversion
Common Stock
2019-07-22+17,359,745→ 17,359,745 total(indirect: By LLC) - Sale
Common Stock
2019-07-22$19.55/sh−17,359,745$339,426,414→ 0 total(indirect: By LLC) - Sale
Common Stock
2019-07-22$19.55/sh−8,928,571$174,575,884→ 0 total(indirect: By Security Benefit Life Insurance Company) - Conversion
OP Units
2019-07-22−17,359,745→ 0 total(indirect: By LLC)→ Common Stock (17,359,745 underlying)
EPRT Holdings, LLC
10% Owner
Transactions
- Conversion
Common Stock
2019-07-22+1,142,960→ 8,928,571 total(indirect: By Security Benefit Life Insurance Company) - Conversion
OP Units
2019-07-22−17,359,745→ 0 total(indirect: By LLC)→ Common Stock (17,359,745 underlying) - Sale
Common Stock
2019-07-22$19.55/sh−17,359,745$339,426,414→ 0 total(indirect: By LLC) - Conversion
OP Units
2019-07-22−1,142,960→ 0 total(indirect: By Security Benefit Life Insurance Company)→ Common Stock (1,142,960 underlying) - Conversion
Common Stock
2019-07-22+17,359,745→ 17,359,745 total(indirect: By LLC) - Sale
Common Stock
2019-07-22$19.55/sh−8,928,571$174,575,884→ 0 total(indirect: By Security Benefit Life Insurance Company)
Boehly Todd L
10% Owner
Transactions
- Conversion
Common Stock
2019-07-22+17,359,745→ 17,359,745 total(indirect: By LLC) - Sale
Common Stock
2019-07-22$19.55/sh−8,928,571$174,575,884→ 0 total(indirect: By Security Benefit Life Insurance Company) - Sale
Common Stock
2019-07-22$19.55/sh−17,359,745$339,426,414→ 0 total(indirect: By LLC) - Conversion
OP Units
2019-07-22−1,142,960→ 0 total(indirect: By Security Benefit Life Insurance Company)→ Common Stock (1,142,960 underlying) - Conversion
OP Units
2019-07-22−17,359,745→ 0 total(indirect: By LLC)→ Common Stock (17,359,745 underlying) - Conversion
Common Stock
2019-07-22+1,142,960→ 8,928,571 total(indirect: By Security Benefit Life Insurance Company)
Footnotes (5)
- [F1]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.
- [F2]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.
- [F3]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.
- [F4]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.
- [F5](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.
Issuer
ESSENTIAL PROPERTIES REALTY TRUST, INC.
CIK 0001728951
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001744219
Filing Metadata
- Form type
- 4
- Filed
- Jul 22, 8:00 PM ET
- Accepted
- Jul 23, 4:08 PM ET
- Size
- 22.4 KB