0001104659-21-094466.txt : 20210721
0001104659-21-094466.hdr.sgml : 20210721
20210721170125
ACCESSION NUMBER: 0001104659-21-094466
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210721
FILED AS OF DATE: 20210721
DATE AS OF CHANGE: 20210721
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: 001-38597
FILM NUMBER: 211105153
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: American Finance Trust, Inc
CENTRAL INDEX KEY: 0001568162
STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798]
IRS NUMBER: 900929989
STATE OF INCORPORATION: MD
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 Trust V, Inc.
DATE OF NAME CHANGE: 20130129
4
1
tm2122920-1_4seq1.xml
OWNERSHIP DOCUMENT
X0306
4
2021-07-21
0
0001568162
American Finance Trust, Inc
AFIN
0001490448
Weil Edward M Jr.
650 FIFTH AVE., 30TH FLOOR
NEW YORK
NY
10019
1
1
0
0
CEO and President
LTIP Units
0
2021-07-21
4
D
0
4496796
D
Class A Common Stock
4496796
0
I
See footnote
LTIP Units
0
2021-07-21
4
A
0
8528885
A
Class A Common Stock
8528885
8528885
I
See footnote
Represents units of limited partnership interest designated as "LTIP Units" ("LTIP Units") in American Finance Operating Partnership, L.P. (the "OP"), the operating partnership of American Finance Trust, Inc. (the "Company"), issued to the Company's external advisor, American Finance Advisors, LLC (the "Advisor"), pursuant to the 2018 Advisor Omnibus Incentive Compensation Plan of the Company (the "Advisor Plan"). LTIP Units that are earned also become vested.
Any LTIP Units that are not earned will automatically be forfeited without the payment of any consideration by the Company or the OP. If and when the Advisor's capital account with respect to an earned LTIP Unit is equal to the capital account balance of a unit of limited partnership interest in the OP designated as a "Class A Unit" ("Class A Units"), the Advisor, in its sole discretion, will be entitled to convert the earned LTIP Unit into a Class A Unit, which may in turn be redeemed on a one-for-one basis for, at the Company's election, a share of the Company's Class A common stock or the cash equivalent thereof.
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 three-year performance period that ended on July 19, 2021. On July 21, 2021, the compensation committee of the board of directors of the Company determined that the performance goals applicable to these LTIP Units had not been achieved, such that all 4,496,796 of these LTIP Units were not earned, and were thus automatically forfeited effective as of July 19, 2021 without the payment of any consideration by the Company or the OP.
The reporting person is the chief executive officer, and also holds a non-controlling equity interest in, the entities that own and control the Advisor. The Advisor holds the reported securities. The reporting person disclaims beneficial ownership of the securities held by the Advisor except to the extent of his pecuniary interest therein.
These LTIP Units may 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 July 20, 2021 and ending on the earliest of (i) July 20, 2024, (ii) the effective date of any Change of Control (as defined in the Advisor Plan) and (iii) the effective date of any termination of the Advisor's service as advisor of the Company.
/s/ Edward M. Weil, Jr.
2021-07-21