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