0001645873-20-000059.txt : 20200316
0001645873-20-000059.hdr.sgml : 20200316
20200316160720
ACCESSION NUMBER: 0001645873-20-000059
CONFORMED SUBMISSION TYPE: 4/A
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200306
FILED AS OF DATE: 20200316
DATE AS OF CHANGE: 20200316
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: 20717141
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_158438922210243.xml
FORM 4/A
X0306
4/A
2020-03-06
2020-03-14
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
2020-03-06
4
P
0
0
10.27
A
965680.55
D
Class M OP Units
0.0
2020-03-06
4
A
0
1640
12.20
A
Class M OP Units
8200.0
959610
I
Class M OP Units
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.
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 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.
There is no expiration date in connection with the Class M OP Units.
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.
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
2020-03-16