0001104659-21-082104.txt : 20210616 0001104659-21-082104.hdr.sgml : 20210616 20210616180649 ACCESSION NUMBER: 0001104659-21-082104 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210614 FILED AS OF DATE: 20210616 DATE AS OF CHANGE: 20210616 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Weil Edward M Jr. CENTRAL INDEX KEY: 0001490448 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37390 FILM NUMBER: 211022646 MAIL ADDRESS: STREET 1: C/O AMERICAN REALTY CAPITAL 405 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10022 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: 650 FIFTH AVE STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-415-6500 MAIL ADDRESS: STREET 1: 650 FIFTH AVE STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 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 4 1 tm2119954d1_4seq1.xml OWNERSHIP DOCUMENT X0306 4 2021-06-14 0 0001526113 Global Net Lease, Inc. GNL 0001490448 Weil Edward M Jr. 650 FIFTH AVE., 30TH FLOOR NEW YORK NY 10019 1 0 0 0 LTIP Units 0 2021-06-14 4 D 0 419434 D Common Stock 419434 2135496 I See footnote LTIP Units 0 2021-06-14 4 C 0 2135496 D Common Stock 2135496 0 I See footnote OP Units 0 2021-06-14 4 C 0 2135496 A Common Stock 2135496 2135496 I See footnote Represents units of limited partnership interest designated as "LTIP Units" ("LTIP Units") in Global Net Lease Operating Partnership, L.P. (the "OP"), the operating partnership of Global Net Lease, Inc. (the "Company"), issued to the Company's external advisor, Global Net Lease Advisors, LLC (the "Advisor") under the 2018 Advisor Multi-Year Outperformance Agreement, dated as of July 19, 2018, among the Company, the OP and the Advisor (the "2018 OPP"). These LTIP Units could be earned by the Advisor based on the Company's achievement of threshold, target and maximum performance goals based on the Company's absolute and relative total stockholder return over a performance period commencing on June 2, 2018 and ending on the earliest of (i) June 2, 2021, (ii) the effective date of any Change of Control (as defined in the 2018 OPP) and (iii) the effective date of any termination of the Advisor's service as advisor of the Company. If and when the Advisor's capital account with respect to an LTIP Unit is equal to the capital account balance of a unit of limited partnership interest in the OP designated as an "OP Unit" ("OP Unit"), the Advisor, in its sole discretion, is entitled to convert the earned LTIP Unit into an OP Unit. On June 14, 2021, the compensation committee of the board of directors of the Company determined that the extent to which the performance goals had been achieved during the performance period resulted in 2,135,496 of the LTIP Units being earned. LTIP Units that are earned also become vested. Following the compensation committee's determination, the 419,434 LTIP Units that were not earned were automatically forfeited without the payment of any consideration by the Company or the OP. On June 14, 2021, the Advisor exercised its discretion and the earned LTIP Units were converted into OP Units. OP Units may be redeemed on a one-for-one basis for, at the Company's election, a share of the Company's common stock or the cash equivalent thereof. Held directly by the Advisor. The reporting person holds a non-controlling equity interest in the entities that own and control the Advisor and is also the chief executive officer of one of those entities. The reporting person disclaims beneficial ownership of the securities held by the Advisor except to the extent of his pecuniary interest therein. /s/ Edward M. Weil, Jr. 2021-06-16