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Filing Details

Accession Number:: 0000899243-19-020099
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2019-07-23 16:08:53
Reporting Period:: 2019-07-22

Accepted Time:: 2019-07-23 16:08:53
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1728951	Essential Properties Realty Trust Inc.	EPRT	Real Estate Investment Trusts (6798)	824005693

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1744064	Eprt Holdings, Llc	600 Steamboat Road Greenwich CT 06830	No	No	Yes	No
1744219	Eldridge Industries, Llc	600 Steamboat Road Greenwich CT 06830	No	No	Yes	No
1744269	L Todd Boehly	600 Steamboat Road Greenwich CT 06830	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2019-07-22	17,359,745	$0.00	17,359,745	No	4	C	Indirect	By EPRT Holdings, LLC
Common Stock	Acquisiton	2019-07-22	1,142,960	$0.00	8,928,571	No	4	C	Indirect	By Security Benefit Life Insurance Company
Common Stock	Disposition	2019-07-22	17,359,745	$19.55	0	No	4	S	Indirect	By EPRT Holdings, LLC
Common Stock	Disposition	2019-07-22	8,928,571	$19.55	0	No	4	S	Indirect	By Security Benefit Life Insurance Company

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	By EPRT Holdings, LLC
No	4	C	Indirect	By Security Benefit Life Insurance Company
No	4	S	Indirect	By EPRT Holdings, LLC
No	4	S	Indirect	By Security Benefit Life Insurance Company

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	OP Units	Disposition	2019-07-22	17,359,745	$0.00	17,359,745	$0.00
Common Stock	OP Units	Disposition	2019-07-22	1,142,960	$0.00	1,142,960	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0			No	4	C	Indirect
0			No	4	C	Indirect

Footnotes

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.
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.
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.
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.
(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.