If the filing person has previously filed
a statement on Schedule 13D to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because
of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐
* The remainder of this cover page shall be
filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of
this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
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CUSIP No. 58403P 105
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1
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Names of Reporting Persons
Virginia Birth-Related Neurological Injury Compensation Program
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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Source of Funds (See Instructions):
WC
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5
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Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ☐
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6
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Citizenship or Place of Organization:
Virginia
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NUMBER OF
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7 Sole Voting Power:
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1,151,228
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SHARES BENEFICIALLY
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8 Shared Voting Power:
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0
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OWNED BY
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EACH REPORTING
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9 Sole Dispositive Power:
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1,151,228
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PERSON WITH
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10 Shared Dispositive Power:
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0
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person:
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1,151,228
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ☐
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13
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Percent of Class Represented by Amount in Row (11):
7.57%*
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14
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Type of Reporting Person (See Instructions):
OO
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* This Schedule 13D is being filed to report
a change in ownership percentage of the Reporting Person based on share dilution. The reported beneficial ownership percentage
is based on 15,198,303 shares of Common Stock outstanding as of April 13, 2021, based on information reported by the Issuer in
its (i) Prospectus on 424(b)(2) filed with the Securities and Exchange Commission (‘SEC”) on April 12, 2021
and (ii) Current Report on Form 8-K filed with the SEC on April 13, 2021.
SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER
This Amendment No. 1 (the “Amendment”)
amends and supplements the Schedule 13D filed by the Reporting Person with the Securities and Exchange Commission on December 11,
2018. This Schedule 13D, as amended and restated (the “Schedule 13D”), relates to the shares of common stock,
par value $0.01 per share (the “Common Stock”), of Medalist Diversified REIT, Inc., a Maryland corporation (the
“Issuer”). The Issuer’s principal executive office is located at 1051 E. Cary Street, Suite 601, James
Center Three, Richmond, Virginia 23219. Except as specifically provided herein, this Amendment does not modify or amend any of
the information previously reported in the Schedule 13D. Capitalized terms used and not otherwise defined herein shall have the
meanings ascribed to such terms in the Schedule 13D. Information given in response to each item shall be deemed incorporated
by reference in all other items, as applicable.
ITEM 2. IDENTITY AND BACKGROUND
Item 2 of the Schedule 13D is amended and restated as follows:
(a-c) The Reporting Person
is a program established by the Virginia General Assembly under the Code of Virginia that administers funds to claimants of birth-injury
related cases. The principal business office address of the Reporting Person is 7501 Boulders View Dr., Suite 210, Richmond, VA
23225.
(d) During the last five
years, the Reporting Person has not been convicted in a criminal proceeding.
(e) During the last five years,
the Reporting Person has not 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 of the Schedule 13D is amended and restated as follows:
All 1,151,228 shares Common Stock beneficially owned by the Reporting Person were previously purchased with working capital for an aggregate
purchase price of approximately $9,003,533.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of the Schedule 13D is amended
and restated as follows:
The Reporting Person is filing this 13D
due to a material decrease in percentage ownership of the Common Stock resulting from the Issuer’s underwritten public offering
of 8,000,000 shares of Common Stock which closed on April 13, 2021.
The Reporting Person acquired the securities reported herein for investment in the ordinary course of business because of their belief
that the Issuer represents an attractive investment based on the Issuer’s business prospects and strategy. The Reporting Persons
reserve the right to acquire, or cause to be acquired, additional securities of the Issuer, to dispose of, or cause to be disposed of,
such securities at any time or to formulate other purposes, plans or proposals regarding the Issuer or any of its securities, to the extent
deemed advisable in light of general investment and trading policies of the Reporting Persons, market conditions or other factors.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 of the Schedule 13D is amended
and restated as follows:
(a-b) All percentages set forth
in this Schedule 13D are based 15,198,303 shares of Common Stock of the Issuer outstanding as of April 13, 2021. The information
set forth in Rows 7-13 of the Cover Page of this Schedule 13D is hereby incorporated herein by reference.
(c) The Reporting Person has
not effected any transactions in the Common Stock during the past 60 days.
(d) No person other than the
Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of
shares of, Common Stock beneficially owned by the Reporting Person.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
The Reporting Person is not a party to
any contract, arrangement, understanding or relationship with respect to any securities of the Issuer.
SIGNATURE
After reasonable
inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Dated: April 23, 2021
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/s/ George Deebo
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George Deebo
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Executive Director
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Attention: Intentional misstatements or omissions
of fact constitute
Federal criminal violations (See 18 U.S.C. 1001).