Statement of Changes in Beneficial Ownership (Form 4)

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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

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(Print or Type Responses)

1. Name and Address of Reporting Person * KAVANAUGH FRANK 2. Issuer Name and Ticker or Trading Symbol Medalist Diversified REIT, Inc. [MDRR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) CHAIRMAN, CEO & PRESIDENT (Last) (First) (Middle) MEDALIST DIVERSIFIED REIT, INC., POST OFFICE BOX 8436 3. Date of Earliest Transaction (Month/Day/Year) 02/21/2025 (Street) RICHMOND, VA 23226 4. If Amendment, Date 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 (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Operating Partnership Units

(1)

02/21/2025

P

251,600

02/23/2026

(2)(3)

Common Stock

251,600

(4)

863,791

I(5)

See footnote (5).

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
KAVANAUGH FRANK MEDALIST DIVERSIFIED REIT, INC. POST OFFICE BOX 8436 RICHMOND, VA 23226	X	X	CHAIRMAN, CEO & PRESIDENT

Signatures

/s/ Frank Kavanaugh, Attorney-in-Fact		05/06/2025
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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).
(1)	Operating partnership units in the Issuer's operating partnership, Medalist Diversified Holdings, LP, are redeemable for cash or, at the operating partnership's option, shares of the Issuer's common stock on a one-for-one basis; however, pursuant to the related subscription agreement between the operating partnership and BET Trust, BET Trust may not redeem the operating partnership units for shares of the Issuer's common stock unless such redemption is approved by a majority of the votes cast on the matter at a meeting of the stockholders of the Issuer or by written consent of the stockholders of the Issuer in lieu of a special meeting to the extent permitted by applicable state and federal law.
(2)	No expiration date.
(3)	Operating partnership units in the Issuer's operating partnership, Medalist Diversified Holdings, LP, are redeemable for cash or, at the operating partnership's option, shares of the Issuer's common stock on a one-for-one basis; however, pursuant to the related subscription agreement between the operating partnership and BET Trust, BET Trust may not redeem the operating partnership units for shares of the Issuer's common stock unless such redemption is approved by a majority of the votes cast on the matter at a meeting of the stockholders of the Issuer or by written consent of the stockholders of the Issuer in lieu of a special meeting to the extent permitted by applicable state and federal law.
(4)	Operating partnership units in the Issuer's operating partnership, Medalist Diversified Holdings, LP, are redeemable for cash or, at the operating partnership's option, shares of the Issuer's common stock on a one-for-one basis; however, pursuant to the related subscription agreement between the operating partnership and BET Trust, BET Trust may not redeem the operating partnership units for shares of the Issuer's common stock unless such redemption is approved by a majority of the votes cast on the matter at a meeting of the stockholders of the Issuer or by written consent of the stockholders of the Issuer in lieu of a special meeting to the extent permitted by applicable state and federal law.
(5)	Represents operating partnership units in the Issuer's operating partnership, Medalist Diversified Holdings, LP, held by BET Trust dated March 11, 1999, for which the Reporting Person and his wife are co-trustees.

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