0001645873-20-000017.txt : 20200106
0001645873-20-000017.hdr.sgml : 20200106
20200106183556
ACCESSION NUMBER: 0001645873-20-000017
CONFORMED SUBMISSION TYPE: 4/A
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20191231
FILED AS OF DATE: 20200106
DATE AS OF CHANGE: 20200106
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Halfacre Aaron Scott
CENTRAL INDEX KEY: 0001615279
FILING VALUES:
FORM TYPE: 4/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-55776
FILM NUMBER: 20511556
MAIL ADDRESS:
STREET 1: 2100 REXFORD ROAD
STREET 2: SUITE 300
CITY: CHARLOTTE
STATE: NC
ZIP: 28211
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: RW HOLDINGS NNN REIT, INC.
CENTRAL INDEX KEY: 0001645873
STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798]
IRS NUMBER: 474156046
STATE OF INCORPORATION: MD
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 3090 BRISTOL STREET, SUITE 550
CITY: COSTA MESA
STATE: CA
ZIP: 92626
BUSINESS PHONE: 512-499-3626
MAIL ADDRESS:
STREET 1: 3090 BRISTOL STREET, SUITE 550
CITY: COSTA MESA
STATE: CA
ZIP: 92626
FORMER COMPANY:
FORMER CONFORMED NAME: Rich Uncles NNN REIT, Inc.
DATE OF NAME CHANGE: 20151209
FORMER COMPANY:
FORMER CONFORMED NAME: Rich Uncles REIT, Inc.
DATE OF NAME CHANGE: 20150623
FORMER COMPANY:
FORMER CONFORMED NAME: Rich Uncles Reit, Inc.
DATE OF NAME CHANGE: 20150622
4/A
1
wf-form4a_157835373933729.xml
FORM 4/A
X0306
4/A
2019-12-31
2020-01-03
0
0001645873
RW HOLDINGS NNN REIT, INC.
NONE
0001615279
Halfacre Aaron Scott
3090 BRISTOL ST STE 550
COSTA MESA
CA
92626-7317
1
1
0
0
CEO
Class M OP Units
0.0
2019-12-31
4
A
0
20000
A
Class M OP Units
100000.0
100000
I
Class M OP Units
Class P OP Units
0.0
2019-12-31
4
A
0
40000
A
2024-03-31
Class P OP Units
200000.0
200000
D
On December 31, 2019, the issuer and its operating partnership, RW Holdings NNN REIT Operating Partnership, L.P. ("NNN OP") completed the acquisition of the business of its former advisor, BrixInvest, LLC ("BrixInvest") through a contribution of substantially all of the assets and liabilities of BrixInvest to NNN OP by BrixInvest's wholly owned subsidiary Daisho OP Holdings, LLC ("Daisho") pursuant to which NNN OP issued its Class M OP Units to Daisho as consideration for the contribution (the "Self-Management Transaction"). In connection with the Self-Management Transaction, BrixInvest distributed all of its membership interests in Daisho to the members of BrixInvest. After the one-year anniversary of the Self-Management Transaction, Daisho is expected to distribute the Class M OP Units to its members.
The reported securities represent the reporting person's proportionate interest in the total amount of Class M OP Units held directly by Daisho.
Pursuant to the provisions contained in the second amended and restated limited partnership agreement of NNN OP, a holder of Class M OP Units that have been outstanding for at least one year may be converted into shares of the issuer's Class C common stock, subject to a reduced conversion ratio if converted prior to December 31, 2023. The Class M OP Units that are held for four years are convertible at an initial conversion ratio of 5.0 which may increase if certain performance milestones are achieved.
There is no expiration date in connection with the Class M OP Units issued to the reporting person.
The Class M OP Units were issued to Daisho in exchange for Daisho's contribution of its assets in the Self-Management Transaction. Accordingly, the price per derivative security is not applicable
The reported securities are held directly by Daisho. The reporting person is the chief executive officer of the issuer and holds a non-controlling equity interest in Daisho.
A total of 40,000 Class P OP Units were issued to the reporting person, including 19,738 Class P OP Units in connection with the Self-Management Transaction and 20,262 Class P OP Units issued to the reporting person in connection with his 2019 bonus and 2020 equity incentive compensation. The Class P OP Units have similar conversion rights as the Class M OP Units, but the restrictions do not lapse until March 31, 2024 or upon the occurrence of certain events pursuant to the second amended and restated limited partnership agreement of NNN OP and the reporting person's restricted units award agreement.
There is no expiration date in connection with the Class P OP Units issued to the reporting person
There is no market for Class P OP Units. Accordingly, the price per derivative security is not applicable.
/s/ AARON SCOTT HALFACRE
2020-01-06