SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Messier Thomas E

(Last)

(First)

(Middle)

11 S. 12TH STREET, SUITE 401

(Street)

RICHMOND

23219

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/27/2018

3. Issuer Name and Ticker or Trading Symbol
Medalist Diversified REIT, Inc. [ MDRR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	See Remarks

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	8,741⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
OP Units	⁽²⁾	⁽²⁾	Common Stock	10,638	⁽²⁾	D

Explanation of Responses:

1. Includes (a) 1 share of common stock issued to Mr. Messier upon the Issuer's formation, and (b) 8,740 shares of common stock issued to Mr. Messier in the Issuer's initial exempt public offering pursuant to Regulation A promulgated under the Securities Act completed on June 19, 2018.

2. Represents units of limited partnership interest ("OP Units") in Medalist Diversified Holdings, L.P. (the "Operating Partnership") of which the Issuer is the general partner. After one year following the date of issuance of OP Units, OP Units may be redeemed for cash or, at the option of the Issuer, for shares of the Issuer's common stock on a one-for-one basis.

Remarks:

Chairman of the Board, Chief Executive Officer, Secretary and Treasurer

	/s/ Thomas E. Messier	11/27/2018
	** Signature of Reporting Person	Date
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 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.