UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Current
Report Pursuant to Regulation A
Date
of Report: April 25, 2017
(Date
of earliest event reported)
HC
GOVERNMENT REALTY TRUST, INC.
(Exact
name of issuer as specified in its charter)
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Maryland
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51-1867397
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(State
or other jurisdiction of incorporation or
organization)
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(I.R.S. Employer
Identification No.)
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1819
Main Street, Suite 212
Sarasota,
Florida 34236
(Full
mailing address of principal executive offices)
(941)
955-7900
(Issuer’s
telephone number, including area code)
ITEM 9. OTHER EVENTS
The
disclosure below describes the change in our dealer manager and
related changes to the offering, or the Offering, of our common
stock pursuant to the Offering Circular filed with the United
States Securities and Exchange Commission on November 7, 2016, as
supplemented.
On
March 28, 2017, SANDLAPPER Securities, LLC, or SANDLAPPER, replaced
Orchard Securities, LLC, or Orchard, as our dealer manager for the
Offering. In connection with the change in our dealer manager, we
have revised the subscription agreement for the Offering, or the
Subscription Agreement, to disclose that completed Subscription
Agreements will be sent by your broker-dealer or registered
investment advisor, as applicable, to our dealer manager at the
address set forth on the Subscription Agreement or to such other
person and address, as mutually agreed upon between your
broker-dealer or registered investment advisor, as applicable, and
us. Unless otherwise agreed by us and our dealer-manager,
Broker-dealers desiring to
become members of the selling group for the Offering will be
required to execute a participating dealer agreement with
SANDLAPPER, as our dealer manager. In
connection with the above, Orchard has assigned its rights and
obligations under the escrow agreement for the Offering, or the
Assignment, to SANDLAPPER. No other changes to the Offering have
occurred and the maximum underwriting compensation did not change
as a result of the above.
The foregoing is a summary and is qualified in its entirety by the
Managing Broker Dealer Agreement dated March 28, 2017 by and
between SANDLAPPER and us, the form of participating dealer
agreement, the form of Subscription Agreement and the Assignment,
copies of which are filed as Exhibit Nos. 1.1, 1.2, 4.1 and 8.1 to
this Current Report on Form 1-U and incorporated by reference
herein.
SIGNATURES
Pursuant to the
requirements of Regulation A, the issuer has duly caused this
report to be signed on its behalf by the undersigned, thereunto
duly authorized.
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Company Name
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By:
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/s/
Robert R. Kaplan,
Jr.
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Name:
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Robert R. Kaplan,
Jr.
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Its:
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President
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Date:
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April 25,
2017 |
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Exhibit Index
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Exhibit No.
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Description of
Exhibit
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1.1
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Managing Broker-Dealer Agreement by
and between HC Government Realty Trust, Inc. and SANDLAPPER
Securities, LLC, dated as of March 28, 2017.
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1.2
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Form of Participating Dealer
Agreement
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4.1
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Form of Subscription
Agreement
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8.1
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Assignment of Escrow Agreement by
and among HC Government Realty Trust, Inc., Branch Banking &
Trust Company, Orchard Securities, LLC and SANDLAPPER Securities,
LLC, dated as of April 10, 2017.
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