0001645873-20-000043.txt : 20200220 0001645873-20-000043.hdr.sgml : 20200220 20200220172047 ACCESSION NUMBER: 0001645873-20-000043 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20191231 FILED AS OF DATE: 20200220 DATE AS OF CHANGE: 20200220 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WIRTA RAYMOND E CENTRAL INDEX KEY: 0001128145 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-55776 FILM NUMBER: 20636386 MAIL ADDRESS: STREET 1: C/O CBRE GROUP, INC. STREET 2: 400 SOUTH HOPE STREET, 25TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: RW HOLDINGS NNN REIT, INC. CENTRAL INDEX KEY: 0001645873 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 474156046 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3090 BRISTOL STREET, SUITE 550 CITY: COSTA MESA STATE: CA ZIP: 92626 BUSINESS PHONE: 512-499-3626 MAIL ADDRESS: STREET 1: 3090 BRISTOL STREET, SUITE 550 CITY: COSTA MESA STATE: CA ZIP: 92626 FORMER COMPANY: FORMER CONFORMED NAME: Rich Uncles NNN REIT, Inc. DATE OF NAME CHANGE: 20151209 FORMER COMPANY: FORMER CONFORMED NAME: Rich Uncles REIT, Inc. DATE OF NAME CHANGE: 20150623 FORMER COMPANY: FORMER CONFORMED NAME: Rich Uncles Reit, Inc. DATE OF NAME CHANGE: 20150622 4/A 1 wf-form4a_158223722947568.xml FORM 4/A X0306 4/A 2019-12-31 2020-01-03 0 0001645873 RW HOLDINGS NNN REIT, INC. NONE 0001128145 WIRTA RAYMOND E 3090 BRISTOL STREET, SUITE 550 COSTA MESA CA 92626 1 0 0 0 COMMON STOCK, CLASS C 2019-12-31 4 A 0 18864.40 A 955337.33 D Class M OP Units 0.0 2019-12-31 4 A 0 190282 A Class M OP Units 951410.0 951410 I Class M OP Units The reporting person acquired 18,864.40 shares of issuer's Class C common stock pursuant to a merger between the issuer, Rich Uncles Real Estate Investment Trust I, Rich Uncles NNN REIT Operating Partnership, LP and Katana Merger Sub, LP. On the date that the merger agreement was entered into, September 19, 2019, the stated value of the issuer's common stock was $10.16 per share. On December 31, 2019, the issuer and its operating partnership, RW Holdings NNN REIT Operating Partnership, L.P. ("NNN OP") completed the acquisition of the business of its former advisor, BrixInvest, LLC ("BrixInvest") through a contribution of substantially all of the assets and liabilities of BrixInvest to NNN OP by BrixInvest's wholly owned subsidiary Daisho OP Holdings, LLC ("Daisho") pursuant to which NNN OP issued its Class M OP Units to Daisho as consideration for the contribution (the "Self-Management Transaction"). In connection with the Self-Management Transaction, BrixInvest distributed all of its membership interests in Daisho to the members of BrixInvest. After the one-year anniversary of the Self-Management Transaction, Daisho is expected to distribute the Class M OP Units to its members. The reported securities represent the reporting person's proportionate interest in the total amount of Class M OP Units held directly by Daisho. Pursuant to the provisions contained in the second amended and restated limited partnership agreement of NNN OP, 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. There is no expiration date in connection with the Class M OP Units issued to the reporting person. The Class M OP Units were issued to Daisho in exchange for Daisho's contribution of its assets in the Self-Management Transaction. Accordingly, the price per derivative security is not applicable. 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. /s/ RAY WIRTA 2020-02-20