SC 13D/A 1 eh240500948_13da1-gnl.htm AMENDMENT NO. 1

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

GLOBAL NET LEASE, INC.

(Name of Issuer)
 
Common Stock, $0.01 par value per share
(Title of Class of Securities)
 
379378201
(CUSIP Number)
 

Michael R. Anderson

General Counsel

Bellevue Capital Partners, LLC

222 Bellevue Avenue

Newport, RI 02840

212-415-6500

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 
June 24, 2024
(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

 

 

CUSIP No. 379378201 SCHEDULE 13D Page 2 of 14

 

 

1

NAME OF REPORTING PERSON

 

Bellevue Capital Partners, LLC

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)  ☐

(b)  ☒

3

SEC USE ONLY

 

 

  
4

SOURCE OF FUNDS

 

N/A

  
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

 ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

 7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

28,888,803

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

28,888,803

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

28,888,803

  
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

 ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

12.5%

  
14

TYPE OF REPORTING PERSON

 

OO

  

 

 

 

 

 

CUSIP No. 379378201 SCHEDULE 13D Page 3 of 14

 

 

1

NAME OF REPORTING PERSON

 

MWM PIC, LLC

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)  ☐

(b)  ☒

3

SEC USE ONLY

 

 

  
4

SOURCE OF FUNDS

 

N/A

  
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

 ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

 7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

27,010,384

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

27,010,384

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

27,010,384

  
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

 ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

11.7%

  
14

TYPE OF REPORTING PERSON

 

OO

  

 

 

 

 

 

CUSIP No. 379378201 SCHEDULE 13D Page 4 of 14

 

 

1

NAME OF REPORTING PERSON

 

MWM I, LLC

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)  ☐

(b)  ☒

3

SEC USE ONLY

 

 

  
4

SOURCE OF FUNDS

 

N/A

  
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

 ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

 7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

26,140

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

26,140

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

26,140

  
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

 ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.0%

  
14

TYPE OF REPORTING PERSON

 

OO

  

 

 

 

 

 

CUSIP No. 379378201 SCHEDULE 13D Page 5 of 14

 

 

1

NAME OF REPORTING PERSON

 

AR Capital LLC

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)  ☐

(b)  ☒

3

SEC USE ONLY

 

 

  
4

SOURCE OF FUNDS

 

OO

  
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

 ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

 7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

16,481

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

16,481

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

16,481

  
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

 ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.0%

  
14

TYPE OF REPORTING PERSON

 

OO

  

 

 

 

 

 

CUSIP No. 379378201 SCHEDULE 13D Page 6 of 14

 

 

1

NAME OF REPORTING PERSON

 

AR Global Investments, LLC

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)  ☐

(b)  ☒

3

SEC USE ONLY

 

 

  
4

SOURCE OF FUNDS

 

N/A

  
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

 ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

 7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

12,012

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

12,012

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

12,012

  
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

 ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.0%

  
14

TYPE OF REPORTING PERSON

 

OO

  

 

 

 

 

 

CUSIP No. 379378201 SCHEDULE 13D Page 7 of 14

 

 

1

NAME OF REPORTING PERSON

 

American Realty Capital Global II Special LP LLC

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)  ☐

(b)  ☒

3

SEC USE ONLY

 

 

  
4

SOURCE OF FUNDS

 

N/A

  
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

 ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

 7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

6,725

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

6,725

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

6,725

  
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

 ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.0%

  
14

TYPE OF REPORTING PERSON

 

OO

  

 

 

 

 

 

CUSIP No. 379378201 SCHEDULE 13D Page 8 of 14

 

 

1

NAME OF REPORTING PERSON

 

Nicholas S. Schorsch

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)  ☐

(b)  ☒

3

SEC USE ONLY

 

 

  
4

SOURCE OF FUNDS

 

N/A

  
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

 ☒
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

 7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

29,388,012

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

29,388,012

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

29,388,012

  
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

 ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

12.8%

  
14

TYPE OF REPORTING PERSON

 

IN

  

 

 

 

 

 

CUSIP No. 379378201 SCHEDULE 13D Page 9 of 14

 

 

1

NAME OF REPORTING PERSON

 

Nicholas S. Schorsch 2016 Grantor Retained Annuity Trust

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)  ☐

(b)  ☒

3

SEC USE ONLY

 

 

  
4

SOURCE OF FUNDS

 

N/A

  
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

 ☒
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

 7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

404,114

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

404,114

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

404,114

  
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

 ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.2%

  
14

TYPE OF REPORTING PERSON

 

IN

  

 

 

 

 

 

CUSIP No. 379378201 SCHEDULE 13D Page 10 of 14

 

 

1

NAME OF REPORTING PERSON

 

Edward M. Weil, Jr.

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)  ☐

(b)  ☒

3

SEC USE ONLY

 

 

  
4

SOURCE OF FUNDS

 

OO

  
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

 ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

 7

SOLE VOTING POWER

 

66,560

8

SHARED VOTING POWER

 

0

9

SOLE DISPOSITIVE POWER

 

66,560

10

SHARED DISPOSITIVE POWER

 

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

66,560

  
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

 ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.0%

  
14

TYPE OF REPORTING PERSON

 

IN

  

 

 

 

 

 

CUSIP No. 379378201 SCHEDULE 13D Page 11 of 14

 

 

Explanatory Note

 

This Amendment No. 1 (the “Amendment”) to Schedule 13D (the “Schedule 13D”) amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission (the “SEC”) on September 22, 2023 relating to the shares of common stock, par value $0.01 per share (the “Common Stock”), of Global Net Lease, Inc., a Maryland corporation (the “Issuer”). This Amendment updates the Schedule 13D to reflect certain recent transactions as reported under Item 3 below.

 

Item 1. Security and Issuer.

 

Unless indicated otherwise, all items left blank remain unchanged and any items which are reported are deemed to amend and supplement the existing items in the Schedule 13D. Capitalized terms used herein without definition shall have the meaning set forth in the Original Schedule 13D.

 

Item 3. Source and Amount of Funds or Other Consideration.

 

Item 3 of the Schedule 13D is amended and supplemented by inserting the following information:

 

Bellevue Capital Partners

 

The following transactions were effected by Bellevue Capital Partners from November 9, 2023 to June 26, 2024:

 

Trade Date   Buy/Sell   Number of Shares of Common Stock   Weighted Average Price Per Share of Common Stock(1)   Price Range(2)
11/09/2023   N/A   2,609,728(3)   N/A   N/A
01/10/2024   Sell   220,564   $10.01   $10.00 - $10.03
01/19/2024   Sell   150,000   $8.90   $8.90 - $8.93
01/22/2024   Sell   176,577   $9.04   $9.03 - $9.07
01/23/2024   Sell   34,135   $8.93   $8.91 - $9.00
01/24/2024   Sell   20,000   $9.00   $9.00 - $9.01
01/25/2024   Sell   158,021   $8.93   $8.92 - $8.93
01/26/2024   Sell   4,837   $8.90   $8.90 - $8.95
02/16/2024   Sell   155,000   $8.10   $8.06 - $8.13
06/13/2024   Sell   159,720   $7.32   $7.28 - $7.36
06/14/2024   Sell   145,058   $7.25   $7.23 - $7.26
06/17/2024   Sell   200,000   $7.16   $7.14 - $7.26
06/18/2024   Sell   89,271   $7.32   $7.16 - $7.20
06/20/2024   Sell   433,350   $7.19   $7.15 - $7.22
06/21/2024   Sell   450,000   $7.08   $7.05 - $7.16
06/24/2024   Sell   150,000   $7.19   $7.17 - $7.25
06/25/2024   Sell   150,000   $7.08   $7.06 - $7.12
06/26/2024   Sell   100,000   $7.02   $7.02 - $7.08

 

(1)Unless otherwise indicated, these shares were purchased in multiple transactions at the price ranges set forth in the column labeled “Price Range.” Bellevue Capital Partners undertakes to provide to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within such range.
(2)Price ranges are inclusive. Rows marked “N/A” mean all shares were sold at the same price.
(3)Reflects a distribution of shares to a former member of Bellevue Capital Partners

 

 

 

 

 

CUSIP No. 379378201 SCHEDULE 13D Page 12 of 14

 

 

Item 4. Purpose of Transaction.

 

The information set out in Item 3 of this Schedule 13D is hereby incorporated herein by reference.

 

Item 5. Interest in Securities of the Issuer.

 

Item 5 of the Schedule 13D is amended and supplemented by incorporating by reference the information set forth in boxes (11) and (13) of the cover pages to this Amendment for each of the Reporting Persons, and such information is incorporated herein by reference. The percentages reported herein are calculated based upon 230,383,756 outstanding shares of Common Stock as of May 3, 2024.

 

 

 

 

 

 

 

 

 

 

 

 

 

CUSIP No. 379378201 SCHEDULE 13D Page 13 of 14

 

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: June 26, 2024

 

  BELLEVUE CAPITAL PARTNERS, LLC  
     
  By: /s/ Michael R. Anderson  
   

Name: Michael R. Anderson

Title: General Counsel

  

 

 

Dated: June 26, 2024

 

  MWM PIC, LLC  
     
  By: /s/ Michael R. Anderson  
   

Name: Michael R. Anderson

Title: Attorney-in-fact

  

 

 

Dated: June 26, 2024

 

  MWM I, LLC  
     
  By: /s/ Michael R. Anderson  
   

Name: Michael R. Anderson

Title: Attorney-in-fact

  

 

 

Dated: June 26, 2024

 

  AR CAPITAL, LLC  
       
  By: /s/ Michael R. Anderson  
   

Name: Michael R. Anderson

Title: Attorney-in-fact

  

 

 

Dated: June 26, 2024

 

  AR GLOBAL INVESTMENTS, LLC  
       
  By: /s/ Michael R. Anderson  
   

Name: Michael R. Anderson

Title: Attorney-in-fact

  

 

 

 

 

 

CUSIP No. 379378201 SCHEDULE 13D Page 14 of 14

 

 

Dated: June 26, 2024

 

  American Realty Capital Global II Special LP LLC  
     
  By: /s/ Michael R. Anderson  
   

Name: Michael R. Anderson

Title: Attorney-in-fact

  

 

 

Dated: June 26, 2024

 

  NICHOLAS S. SCHORSCH  
     
  By: /s/ Michael R. Anderson  
   

Name: Michael R. Anderson

Title: Attorney-in-fact

  

 

 

Dated: June 26, 2024

 

  NICHOLAS S. SCHORSCH 2016 GRANTOR RETAINED ANNUITY TRUST  
     
  By: /s/ Michael R. Anderson  
   

Name: Michael R. Anderson

Title: Attorney-in-fact

  

 

 

Dated: June 26, 2024

 

  EDWARD M. WEIL, JR.  
     
  By: /s/ Michael R. Anderson  
   

Name: Michael R. Anderson

Title: Attorney-in-fact