UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 4)1
Medalist Diversified REIT, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
58403P 105
(CUSIP Number)
Milton
C. Ault, III
BITNILE HOLDINGS,
INC.
11411 Southern
Highlands Parkway, Suite 240
Las Vegas,
NV 89141
(949)
444-5464
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 30, 2021
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously
filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this Schedule because
of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.
Note: Schedules filed
in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for
other parties to whom copies are to be sent.
_______________
1 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 (“Act”) 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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1
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NAME OF REPORTING PERSONS
BitNile Holdings, Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(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
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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
0
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
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14
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TYPE OF REPORTING PERSON
CO
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The following constitutes Amendment No.
4 to the Schedule 13D filed by the undersigned (“Amendment No. 4”) on September 7, 2021, as amended on September 14,
2021, October 4, 2021 and October 20, 2021 (the “Schedule 13D”). This Amendment No. 4 amends the Schedule 13D as specifically
set forth herein. Except as otherwise specified in this Amendment No. 4, all items in the Schedule 13D are unchanged. All capitalized
terms used in this Amendment No. 4 and not otherwise defined herein have the meanings ascribed to such terms in the Schedule 13D.
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Item 2.
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Identity and Background.
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(a) This
statement is filed on behalf of BitNile Holdings, Inc. (formerly, Ault Global Holdings, Inc.) (“BH”), a Delaware corporation
(the “Reporting Person”).
Set forth on Schedule A annexed hereto
(“Schedule A”) is the name and present principal occupation or employment, principal business address and citizenship
of the executive officers and directors of BH. To the best of each Reporting Person’s knowledge, except as otherwise set forth
herein, none of the persons listed on Schedule A beneficially owns any securities of the Issuer or is a party to any contract, agreement
or understanding required to be disclosed herein.
(b) BH
is a diversified holding company pursuing growth by acquiring undervalued businesses and disruptive technologies with a global impact.
Through its wholly and majority-owned subsidiaries and strategic investments, BH owns and operates a data center at which it mines Bitcoin
and provides mission-critical products that support a diverse range of industries, including defense/aerospace, industrial, automotive,
telecommunications, medical/biopharma, and textiles.
(d) Neither
the Reporting Person nor any person listed on Schedule A has, during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) Neither
the Reporting Person nor any person listed on Schedule A has, during the last five years, been 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.
(f) BH
is incorporated under the laws of Delaware. The citizenship of the persons listed on Schedule A is set forth therein.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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Item 3 is hereby amended and restated to read
as follows:
The Shares purchased by BH as reported
on the Schedule 13D were purchased with working capital in open market purchases. BH expended an aggregate of $1,962,763.26 for the purchase
of the Shares.
The Shares traded by BH subsequent to
the Schedule 13D reduced BH’s aggregate expenditures by $2,196,002.88. Consequently, as of the date of this Amendment No. 4, BH
received an aggregate amount of $233,239.62 in proceeds from the sale of the Shares.
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Item 5.
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Interest in Securities of the Issuer.
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Item 5 is hereby amended and restated to read
as follows:
The aggregate percentage of Shares reported
owned by the Reporting Person herein is based upon 16,266,148 Shares outstanding, which is the total number of Shares outstanding as
of November 12, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission
on November 12, 2021.
BH
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(a)
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As of the close of business on December
31, 2021, BH beneficially owned 0 Shares.
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Percentage: Approximately 0%
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(b)
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1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 0
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(c)
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BH has not entered into any transactions
in the Shares during the past sixty days except for the open market transactions conducted
by its wholly-owned subsidiary Digital Power Lending, LLC set forth below.
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Digital Power Lending, LLC
Digital Power Lending, a wholly-owned
subsidiary of BH, engaged in the following transactions in the Shares during the past 60 days:
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Nature
of the Transaction
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Shares
of Common Stock
Purchased / (Sold)
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Price
Per Share ($)
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Date
of Transaction
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Purchase
of Common Stock
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2,900
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1.0465
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12/14/2021
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Purchase
of Common Stock
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100
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1.0673
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12/16/2021
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Purchase
of Common Stock
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3,000
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1.085
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12/17/2021
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Sale
of Common Stock
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(347,773)
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1.273
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12/30/2021
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Sale
of Common Stock
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(1,252,227)
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1.4189
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12/31/2021
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(d)
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No person other than the Reporting Person is known to have the right to receive, or the power to direct
the receipt of dividends from, or proceeds from the sale of, the Shares.
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(e)
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Effective as of the close of business
on December 31, 2021, the Reporting Person ceased to be the beneficial owner of more than
five percent of the class of securities.
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SIGNATURES
After reasonable inquiry and
to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete
and correct.
Dated: January 3, 2022
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BITNILE HOLDINGS, INC.
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By:
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/s/
Milton C. Ault, III
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Name: Milton C. Ault, III
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Title: Executive Chairman
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DIGITAL POWER LENDING, LLC
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By:
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/s/
David J. Katzoff
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Name: David J. Katzoff
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Title: Manager
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SCHEDULE A
Officers and Directors of BitNile Holdings, Inc.
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Name
and Position
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Principal
Occupation
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Principal
Business Address
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Citizenship
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Milton C. Ault, III
Executive Chairman
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Executive Chairman
of
BitNile Holdings, Inc.
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c/o
BitNile Holdings, Inc. 11411 Southern Highlands Parkway, Suite 240, Las Vegas, NV 89141
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USA
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William B. Horne
Chief Executive
Officer and Director
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Chief Executive
Officer of
BitNile Holdings, Inc.
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c/o
BitNile Holdings, Inc. 11411 Southern Highlands Parkway, Suite 240, Las Vegas, NV 89141
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USA
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Henry C.W. Nisser
President, General
Counsel and Director
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President and
General
Counsel of BitNile
Holdings, Inc.
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c/o
BitNile Holdings, Inc. 100 Park Avenue, 16th Floor, Suite 1658A, New York, NY 10017
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Sweden
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Kenneth S. Cragun
Chief Financial
Officer
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Chief Financial
Officer of
BitNile Holdings, Inc.
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c/o
BitNile Holdings, Inc. 11411 Southern Highlands Parkway, Suite 240, Las Vegas, NV 89141
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USA
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Howard Ash
Independent Director
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Chairman of Claridge
Management
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c/o
BitNile Holdings, Inc. 11411 Southern Highlands Parkway, Suite 240, Las Vegas, NV 89141
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USA
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Jeffrey A. Bentz
Independent Director
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President of
North Star
Terminal & Stevedore
Company
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c/o
BitNile Holdings, Inc. 11411 Southern Highlands Parkway, Suite 240, Las Vegas, NV 89141
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USA
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Robert O. Smith
Independent Director
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Independent Executive
Consultant
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c/o
BitNile Holdings, Inc. 11411 Southern Highlands Parkway, Suite 240, Las Vegas, NV 89141
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USA
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Moti Rosenberg
Independent Director
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Independent Consultant
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c/o
BitNile Holdings, Inc. 11411 Southern Highlands Parkway, Suite 240, Las Vegas, NV 89141
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Israel
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Glen Tellock
Independent Director
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Independent Consultant
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c/o
BitNile Holdings, Inc. 11411 Southern Highlands Parkway, Suite 240, Las Vegas, NV 89141
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USA
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