4//SEC Filing
Global Net Lease, Inc. 4
Accession 0001144204-15-040969
$GNLCIK 0001526113operating
Filed
Jul 1, 8:00 PM ET
Accepted
Jul 2, 9:52 PM ET
Size
13.0 KB
Accession
0001144204-15-040969
Insider Transaction Report
Form 4
Bowman Scott J.
Chief Executive Officer
Transactions
- Other
Operating Partnership Units
2015-06-30+87,537→ 87,537 totalExercise: $0.00→ Common Stock (87,537 underlying) - Purchase
Operating Partnership Units
2015-06-30$9.00/sh+8,333$74,997→ 8,333 totalExercise: $0.00→ Common Stock (8,333 underlying) - Other
LTIP Units
2015-06-30+9,041,801→ 9,041,801 total(indirect: See footnote)Exercise: $0.00→ Common Stock (9,041,801 underlying)
Footnotes (7)
- [F1]Issued pursuant to a Contribution and Exchange Agreement entered into between Global Net Lease Advisors, LLC (the "Advisor") and Global Net Lease Operating Partnership, L.P. (the "Operating Partnership"), dated June 2, 2015 whereby the Advisor contributed $750,000 in cash to the Operating Partnership in exchange for 83,333 OP Units.
- [F2]The Advisor was entitled to a "profits interest" in the form of Class B Units in the Operating Partnership in connection with its asset management services. Upon the listing of the issuer's shares of common stock on New York Stock Exchange on June 2, 2015, each outstanding Class B Unit in the Operating Partnership was converted automatically into one OP Unit.
- [F3]Under the Multi-Year Outperformance Agreement, the Advisor will be eligible to earn performance-based bonus awards in the form of LTIP Units with a maximum value on the issuance date equal to 5% of the issuer's market capitalization on June 2, 2015. Subject to Advisor's continued service through each vesting date, LTIP Units will vest 1/3 on each of June 2, 2018, June 2, 2019 and June 2, 2020. Any earned and vested LTIP Units may be converted into OP Units in accordance with the terms and conditions of the partnership agreement of the Operating Partnership.
- [F4]Units are exchangeable for cash or, at the option of the issuer, shares of the issuer's common stock on a one-to-one basis. OP Units are exchangeable, except under certain limited circumstances, beginning one year from the date of issuance, which includes the holding period of any units that were converted into OP Units (e.g., Class B Units, LTIP Units) and have no expiration date.
- [F5]The reporting person owns equity interests in the Advisor, which previously owned the reported securities. The securities were subsequently distributed pro rata to the equity owners of the Advisor and are now held directly by the reporting person.
- [F6]The reporting person owns equity interests in the Advisor, which owns the reported securities. The reporting person disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein.
- [F7]Represents restricted stock units ("RSUs") issued pursuant to the issuer's Amended and Restated Incentive Restricted Share Plan. RSUs vest ratably over a five-year period beginning on June 2, 2016 in increments of 20% per annum. Each RSU represents the contingent right to receive one share of the issuer's common stock upon vesting of the RSU.
Documents
Issuer
Global Net Lease, Inc.
CIK 0001526113
Entity typeoperating
IncorporatedNY
Related Parties
1- filerCIK 0001526113
Filing Metadata
- Form type
- 4
- Filed
- Jul 1, 8:00 PM ET
- Accepted
- Jul 2, 9:52 PM ET
- Size
- 13.0 KB