WIRTA RAYMOND E 4/A
4/A · RW HOLDINGS NNN REIT, INC. · Filed Mar 16, 2020
Insider Transaction Report
Form 4/AAmended
WIRTA RAYMOND E
Director
Transactions
- Award
Class M OP Units
2020-03-06$12.20/sh+1,640$20,008→ 959,610 total(indirect: Class M OP Units)Exercise: $0.00→ Class M OP Units (8,200 underlying) - Purchase
COMMON STOCK, CLASS C
2020-03-06$10.27/sh+0$0
Footnotes (6)
- [F1]Reporting person purchased 1,640 units of Daisho OP Holdings, LLC ("Daisho") in a private transaction. These units entitle the reporting person to an equal number of Class M OP units which are convertible into 8,200 shares of Class C common stock as described in note 3.
- [F2]The reported securities represent the reporting person's proportionate interest in the total amount of Class M OP Units held directly by Daisho.
- [F3]Pursuant to the provisions contained in the second amended and restated limited partnership agreement of RW Holdings NNN REIT Operating Partnership, LP, a holder of Class M OP Units that have been outstanding for at least one year may be converted into shares of the issuer's Class C common stock, subject to a reduced conversion ratio if converted prior to December 31, 2023. The Class M OP Units that are held for four years are convertible at an initial conversion ratio of 5.0 which may increase if certain performance milestones are achieved.
- [F4]There is no expiration date in connection with the Class M OP Units.
- [F5]Reporting person paid $100,000 for the 1,640 Daisho units. Therefore, the implied price for 1,640 Class M OP units in this transaction is $60.98 per unit, and the resulting implied price of the Class C common stock is $12.20 per share.
- [F6]The reported securities are held directly by Daisho. The reporting person is the chairman of the issuer and holds a 29% equity interest in Daisho.