CUSIP No. 29670E107
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SCHEDULE 13D
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Page 2
of 13
Pages
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1
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NAME OF REPORTING PERSON
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ELDRIDGE INDUSTRIES, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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26,842,163 (1)
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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26,842,163 (1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
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26,842,163 (1)
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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44.7% (2)
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14
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TYPE OF REPORTING PERSON
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OO, HC
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(1) |
This amount includes 19,056,552 Shares issuable upon conversion of 19,056,552 OP Units (as defined herein).
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(2) |
This percentage is based on the sum of (1) 40,976,901 Shares to be outstanding as of June 25, 2018, as reported by the Issuer in its prospectus, dated June 20, 2018, as filed with the Securities and Exchange Commission pursuant to Rule 424, and (2) 19,056,552 Shares issuable upon conversion of 19,056,552 OP Units beneficially owned by the Reporting Person, which have been added to the total Shares outstanding figure in accordance with Rule 13d-3(d)(1)(i) under the Act.
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CUSIP No. 29670E107
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SCHEDULE 13D
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Page 3
of 13
Pages
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1
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NAME OF REPORTING PERSON
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EPRT HOLDINGS, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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AF, WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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17,913,592 (1)
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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17,913,592 (1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
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17,913,592 (1)
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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30.4% (2)
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14
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TYPE OF REPORTING PERSON
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OO
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(1) |
This amount includes 17,913,592 Shares issuable upon conversion of 17,913,592 OP Units (as defined herein).
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(2) |
This percentage is based on the sum of (1) 40,976,901 Shares to be outstanding as of June 25, 2018, as reported by the Issuer in its prospectus, dated June 20, 2018, as filed with the Securities and Exchange Commission pursuant to Rule 424, and (2) 17,913,592 Shares issuable upon conversion of 17,913,592 OP Units beneficially owned by the Reporting Person, which have been added to the total Shares outstanding figure in accordance with Rule 13d-3(d)(1)(i) under the Act.
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CUSIP No. 29670E107
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SCHEDULE 13D
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Page 4
of 13
Pages
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1
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NAME OF REPORTING PERSON
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TODD L. BOEHLY
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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UNITED STATES OF AMERICA
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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|||
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||||
8
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SHARED VOTING POWER
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26,842,163 (1)
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||||
9
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SOLE DISPOSITIVE POWER
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0
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|||
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||||
10
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SHARED DISPOSITIVE POWER
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26,842,163 (1)
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||||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
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26,842,163 (1)
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||||
12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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||||
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||||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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44.7% (2)
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14
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TYPE OF REPORTING PERSON
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IN, HC
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(1) |
This amount includes 19,056,552 Shares issuable upon conversion of 19,056,552 OP Units (as defined herein).
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(2) |
This percentage is based on the sum of (1) 40,976,901 Shares to be outstanding as of June 25, 2018, as reported by the Issuer in its prospectus, dated June 20, 2018, as filed with the Securities and Exchange Commission pursuant to Rule 424, and (2) 19,056,552 Shares issuable upon conversion of 19,056,552 OP Units beneficially owned by the Reporting Person, which have been added to the total Shares outstanding figure in accordance with Rule 13d-3(d)(1)(i) under the Act.
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CUSIP No. 29670E107
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SCHEDULE 13D
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Page 5
of 13
Pages
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Item 1.
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SECURITY AND ISSUER
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Item 2.
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IDENTITY AND BACKGROUND
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i. |
Eldridge Industries, LLC, a Delaware limited liability company (“Eldridge”);
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ii. |
EPRT Holdings, LLC, a Delaware limited liability company (“EPRT”); and
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iii. |
Todd L. Boehly, a citizen of the United States of America (“Mr. Boehly”).
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(d)
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None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
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(e)
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None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
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Item 3.
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SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
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CUSIP No. 29670E107
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SCHEDULE 13D
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Page 6
of 13
Pages
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Item 4.
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PURPOSE OF TRANSACTION
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•
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For so long as Eldridge owns Shares representing at least 15% or more of the voting power of the Shares, Eldridge will be entitled to designate a number of nominees for election as directors equal to the lowest whole number that is at least 40% of the total number of directors;
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CUSIP No. 29670E107
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SCHEDULE 13D
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Page 7
of 13
Pages
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•
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When Eldridge owns Shares representing less than 15% but greater than or equal to 10% of the voting power of the Shares, Eldridge will be entitled to designate a number of nominees for election as directors equal to the lowest whole number that is at least 25% of the total number of directors; and
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•
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When Eldridge owns Shares representing less than 10% but greater than or equal to 5% of the voting power of the Shares, Eldridge will be entitled to designate a number of nominees for election as directors equal to the lowest whole number that is at least 10% of the total number of directors.
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•
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Any increase to the size of the Board;
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•
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Amendments to the Issuer’s bylaws relating to the designation of director nominees by Eldridge, Eldridge’s right to consent to any increase in the size of the Board or Eldridge’s right to consent to amendments to such provisions; or
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•
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Amendments to the provision of the Issuer’s charter relating to Eldridge’s right to consent to the removal of any director nominated in accordance with Eldridge’s nomination right or Eldridge’s right to consent to amendments to such provision.
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CUSIP No. 29670E107
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SCHEDULE 13D
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Page 8
of 13
Pages
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CUSIP No. 29670E107
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SCHEDULE 13D
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Page 9
of 13
Pages
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Item 5.
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INTEREST IN SECURITIES OF THE ISSUER
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(a, b)
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The aggregate number of Shares and the percentage of total outstanding Shares beneficially owned by the Reporting Persons as of the date hereof is set forth below:
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Reporting Person
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Number of Shares Beneficially Owned
(1)
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Percentage of Outstanding
Shares
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Eldridge
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26,842,163 (2)
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44.7% (4), (5)
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EPRT
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17,913,592 (3)
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30.4% (4), (5)
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Mr. Boehly
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26,842,163 (2)
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44.7% (4), (5)
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(1) |
The beneficial ownership for which each figure is provided in this column is the shared, not sole, power to vote or to direct the vote, and the shared, not sole, power to dispose or to direct the disposition of the Shares.
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(2) |
Pursuant to Rule 13d-3(d) under the Act, this amount includes (i) 7,785,611 Shares held by SBL, an affiliate of Eldridge, (ii) 1,142,960 Shares issuable upon conversion of OP Units held by SBL, and (iii) 17,913,592 Shares issuable upon conversion of OP Units held by EPRT.
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(3) |
Pursuant to Rule 13d-3(d) under the Act, this amount includes 17,913,592 Shares issuable upon conversion of OP Units held by EPRT.
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CUSIP No. 29670E107
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SCHEDULE 13D
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Page 10
of 13
Pages
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(4) |
This percentage is based on the sum of the 40,976,901 Shares to be outstanding as of June 25, 2018, as reported by the Issuer in its prospectus, dated June 20, 2018, as filed with the Securities and Exchange Commission pursuant to Rule 424, and the Shares issuable upon conversion of OP Units beneficially owned by the Reporting Person, which have been added to the total Shares outstanding figure in accordance with Rule 13d-3(d)(1)(i) under the Act.
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(5) |
Although the OP Units are not convertible into Shares until one year after their issuance and, even then, only at the Issuer’s election, the Reporting Persons have included the OP Units in their aggregate beneficial ownership out of an abundance of caution. If the OP Units are excluded from the Reporting Persons’ beneficial ownership, then the 7,785,611 Shares beneficially owned by Eldridge equate to approximately 19.0% of the
voting power of the
40,976,901 Shares outstanding
.
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(c)
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Other than as reported herein, there were no transactions in the Shares by the Reporting Persons in the past sixty days.
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(d)
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SBL, an affiliate of Eldridge that is indirectly controlled by Eldridge,
has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, more than 5% of the Shares covered by this Statement that may be deemed to be beneficially owned by the Reporting Persons.
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(e)
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This Item 5(e) is not applicable.
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Item 6.
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CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
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Item 7.
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MATERIAL TO BE FILED AS EXHIBITS
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Exhibit A:
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Joint Filing Agreement, dated July 5, 2018
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Exhibit B:
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Form of Stockholders Agreement among Essential Properties Realty Trust, Inc. and the persons named therein (incorporated by reference to Exhibit 10.2 to the amendment to Form S-11 filed by the Issuer on June 11, 2018)
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Exhibit C:
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Form of Registration Rights Agreement between Essential Properties Realty Trust, Inc. and the persons named therein (incorporated by reference to Exhibit 10.3 to the amendment to Form S-11 filed by the Issuer on June 14, 2018)
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CUSIP No. 29670E107
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SCHEDULE 13D
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Page 11
of 13
Pages
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Exhibit D:
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Form of Purchase Agreement between Essential Properties Realty Trust, Inc. and the purchaser in the concurrent Eldridge private placement of common stock (incorporated by reference to Exhibit 10.4 to the amendment to Form S-11 filed by the Issuer on June 14, 2018)
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Exhibit E:
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Form of Purchase Agreement between Essential Properties, L.P. and the purchaser in the concurrent Eldridge private placement of OP units (incorporated by reference to Exhibit 10.5 to the amendment to Form S-11 filed by the Issuer on June 14, 2018)
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Exhibit F:
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Lock Up Agreement, dated June 11, 2018
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CUSIP No. 29670E107
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SCHEDULE 13D
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Page 12
of 13
Pages
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ELDRIDGE INDUSTRIES, LLC
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By:
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/s/ Todd L. Boehly
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Name:
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Todd L. Boehly
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Title:
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Manager
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EPRT HOLDINGS, LLC
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By:
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/s/ Anthony D. Minella
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Name:
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Anthony D. Minella
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Title:
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Manager
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TODD L. BOEHLY
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/s/ Todd L. Boehly
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CUSIP No. 29670E107
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SCHEDULE 13D
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Page 13
of 13
Pages
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ELDRIDGE INDUSTRIES, LLC
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By:
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/s/ Todd L. Boehly
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Name:
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Todd L. Boehly
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Title:
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Manager
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EPRT HOLDINGS, LLC
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By:
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/s/ Anthony D. Minella
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Name:
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Anthony D. Minella
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Title:
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Manager
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TODD L. BOEHLY
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/s/ Todd L. Boehly
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Very truly yours,
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Eldridge Industries, LLC
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Exact Name of Shareholder
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/s/Todd Boehly
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Authorized Signature
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Manager
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Title
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