0001645873-20-000011.txt : 20200103 0001645873-20-000011.hdr.sgml : 20200103 20200103140448 ACCESSION NUMBER: 0001645873-20-000011 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20191231 FILED AS OF DATE: 20200103 DATE AS OF CHANGE: 20200103 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HANAUER JOE F CENTRAL INDEX KEY: 0000904277 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-55776 FILM NUMBER: 20504504 MAIL ADDRESS: STREET 1: 361 FOREST AVE CITY: LAGUNA BEACH STATE: CA ZIP: 92651 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 1 wf-form4_157807827123671.xml FORM 4 X0306 4 2019-12-31 0 0001645873 RW HOLDINGS NNN REIT, INC. NONE 0000904277 HANAUER JOE F 3090 BRISTOL STREET, SUITE 550 COSTA MESA CA 92626 1 0 0 0 Class M OP Units 0.0 2019-12-31 4 A 0 7461 A Class M OP Units 37305.0 37305 I Class M OP Units 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 holds a non-controlling equity interest in Daisho. Joe F. Hanauer 2020-01-03