0001144204-15-040970.txt : 20150702
0001144204-15-040970.hdr.sgml : 20150702
20150702215325
ACCESSION NUMBER: 0001144204-15-040970
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20150603
FILED AS OF DATE: 20150702
DATE AS OF CHANGE: 20150702
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Global Net Lease, Inc.
CENTRAL INDEX KEY: 0001526113
STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798]
IRS NUMBER: 452771978
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 405 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 212-415-6500
MAIL ADDRESS:
STREET 1: 405 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10022
FORMER COMPANY:
FORMER CONFORMED NAME: American Realty Capital Global Trust, Inc.
DATE OF NAME CHANGE: 20120810
FORMER COMPANY:
FORMER CONFORMED NAME: American Realty Capital Global Daily Net Asset Value Trust, Inc.
DATE OF NAME CHANGE: 20111014
FORMER COMPANY:
FORMER CONFORMED NAME: American Realty Capital Global Trust, Inc.
DATE OF NAME CHANGE: 20110719
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: KAHANE WILLIAM M
CENTRAL INDEX KEY: 0001189690
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37390
FILM NUMBER: 15971929
MAIL ADDRESS:
STREET 1: AMERICAN REALTY CAPITAL
STREET 2: 405 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10022
4
1
v412633_4.xml
OWNERSHIP DOCUMENT
X0306
4
2015-06-03
0
0001526113
Global Net Lease, Inc.
GNL
0001189690
KAHANE WILLIAM M
405 PARK AVENUE, 14TH FLOOR
NEW YORK
NY
10022
1
0
0
0
Common Stock
2015-06-03
4
J
0
5000
9.25
A
133333
I
SEE FOOTNOTE
Common Stock
2015-06-03
4
J
0
2500
9.2
A
133333
I
SEE FOOTNOTE
Common Stock
2015-06-03
4
J
0
10000
9.1828
A
133333
I
SEE FOOTNOTE
Common Stock
2015-06-03
4
J
0
5000
9.1613
A
133333
I
SEE FOOTNOTE
Common Stock
2015-06-03
4
J
0
10000
9.2286
A
133333
I
SEE FOOTNOTE
Common Stock
2015-06-03
4
J
0
1300
9.2358
A
133333
I
SEE FOOTNOTE
Operating Partnership Units
0
2015-06-30
4
P
0
10138
9
A
Common Stock
10138
10138
D
Operating Partnership Units
0
2015-06-30
4
J
0
174485
A
Common Stock
174485
174485
D
Operating Partnership Units
Common Stock
3
3
D
LTIP Units
0
2015-06-30
4
J
0
9041801
A
Common Stock
9041801
9041801
I
See footnote
Restricted Stock Units
2015-06-30
4
A
0
40000
0
A
Common Stock
40000
40000
D
These open-market purchases were executed in multiple trades at prices ranging from $9.1613 to $9.25, in the amounts and prices reflected above. These purchases were rescinded on June 5, 2015 and never settled.
Includes 22,222 of previously reported shares held by American Realty Capital Global Trust Special Limited Partner, LLC, which is controlled by AR Capital, LLC ("ARC"). The reporting person is a manager and equity holder of ARC. The reporting person disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein.
Includes 111,111 shares of previously reported shares held by ARC directly. The reporting person is a manager and equity holder of ARC. The reporting person disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein.
The purchases were made by a trust over which the reporting person has investment control.
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.
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.
In return for the initial capital contribution of $200 made by the Advisor in connection with the issuer's formation, the Operating Partnership issued 22 OP Units to the Advisor. The securities were subsequently distributed pro rata to the ultimate owners of the Advisor and 3 OP Units are now held directly by the reporting person. Terms of the OP Units previously reported on the reporting person's Form 3 filed on December 11, 2014.
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.
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.
The Advisor, which previously owned the reported securities, is controlled by ARC. The reporting person is a manager and equity holder of ARC. The securities were subsequently distributed pro rata to the ultimate owners of ARC.
The Advisor, which owns the reported securities, is controlled by ARC. The reporting person is a manager and equity holder of ARC. The reporting person disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein.
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.
/s/ William M. Kahane
2015-07-02