Common Stock

As of December 31, 2014 and 2013, the Company had approximately 15,472,192 and 1,330,669 shares of common stock outstanding, respectively, including shares issued pursuant to the DRIP and unvested restricted shares. As of December 31, 2014 and 2013, the Company had received total proceeds of approximately $378.9 million and $32.4 million, respectively, excluding shares issued pursuant to the DRIP and share-based compensation.

On December 30, 2014, the Company filed with the Maryland State Department of Assessments and Taxation articles supplementary to its charter that reclassified 1,000 authorized but unissued shares of the Company’s common stock as shares of convertible stock and set the terms of such convertible shares. The Company then issued 1,000 convertible shares to the Advisor for $1.00 per share. The convertible shares will automatically convert to shares of common stock upon the first occurrence of any of the following triggering events: (i) the Company has paid total distributions on the then-outstanding shares of common stock in an amount equal to or in excess of the sum of the invested capital (as defined in the Company’s charter) plus an aggregate 6.0% cumulative, pre-tax, non-compounded, annual return on such invested capital, (ii) a listing of the Company’s shares of common stock on a national securities exchange and (iii) the termination of the Company’s advisory agreement under certain circumstances. In general, but with certain exceptions as outlined in the articles supplementary, each convertible share will convert into a number of common shares equal to 1/1000 of the quotient of (a) the conversion product (the product of 0.15 times the amount, if any, by which (i) the sum of the enterprise value as of the date of the triggering event plus total distributions paid to the Company’s stockholders through the date of the triggering event exceeds (ii) the sum of the Company's stockholders’ invested capital plus a 6.0% return as of the date of the triggering event) divided by (b) the quotient of the enterprise value divided by the number of shares of the Company’s common stock outstanding (on an as-converted basis) on the date of the triggering event. The conversion product will be reduced by the amounts payable pursuant to the annual subordinated performance fee as realized appreciation in the Company’s assets during the time that the Advisor or one of its affiliates acts as the Company’s advisor.

Distributions

In order to maintain its election to qualify as a REIT, the Company must currently distribute, at a minimum, an amount equal to 90% of its taxable income, without regard to the deduction for distributions paid and excluding net capital gains. The Company must distribute 100% of its taxable income (including net capital gains) to avoid paying corporate federal income taxes.

On May 13, 2013, the Company's board of directors authorized, and the Company declared a distribution, which is calculated based on stockholders of record each day during the applicable period at a rate of $0.00565068493 per day, based on a price of $25.00 per share of common stock. The Company's distributions are payable by the fifth day following each month end to stockholders of record at the close of business each day during the prior month. The first distribution payment was made on June 3, 2013, relating to the period from May 30, 2013 (15 days after the date of the first asset acquisition) through May 31, 2013. Distributions payments are dependent on the availability of funds. The board of directors may reduce the amount of distributions paid or suspend distribution payments at any time and therefore distributions payments are not assured.

The below table shows the distributions paid during the years ended December 31, 2014 and 2013 (in thousands, except for shares):



Year Ended December 31, 2014 Payment Date	Weighted Average Shares Outstanding ⁽¹⁾	Amount Paid in Cash		Amount Issued under DRIP
January 2, 2014	1,219,825	$	141	$	74
February 3, 2014	1,463,829	171		85
March 3, 2014	1,979,935	213		106
April 1, 2014	2,644,003	305		163
May 1, 2014	3,277,803	353		206
June 2, 2014	4,126,746	452		282
July 2, 2014	5,372,322	571		356
August 2, 2014	6,956,879	759		485
September 2, 2014	8,925,637	951		628
October 2, 2014	10,575,893	1,073		736
November 2, 2014	12,253,800	1,249		905
December 1, 2014	13,880,235	1,354		1,001
Total		$	7,592	$	5,027



Year Ended December 31, 2013 Payment Date	Weighted Average Shares Outstanding ⁽¹⁾	Amount Paid in Cash		Amount Issued under DRIP
June 3, 2013	99,897	$	1	$	1
July 1, 2013	103,483	8		8
August 1, 2013	143,357	13		13
September 3, 2013	302,524	33		23
October 1, 2013	484,146	49		35
November 1, 2013	716,599	78		49
December 2, 2013	963,473	104		61
Total		$	286	$	190

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⁽¹⁾ This represents the weighted average shares outstanding for the period related to the respective payment date.

For the year ended December 31, 2014, the Company paid cash distributions of $7.6 million and had net income of $5.4 million. As of December 31, 2014, the Company had a distribution payable of $2.6 million for distributions accrued in the month of December 2014. For the year ended December 31, 2013, the Company paid cash distributions of $0.3 million and had net income of $0.1 million. As of December 31, 2013, the Company had a distribution payable of $0.2 million for distributions accrued in the month of December 2013.