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 These purchases were rescinded on June 5, 2015 and never settled.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