SEC Form 4
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Black Creek Diversified Property Fund Inc. [ NONE ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 01/20/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class I Operating Partnership Units | (1) | 01/20/2021 | J(1) | 203,678.725 | (1) | (1) | Class I Common Stock | 203,678.725 | $0 | 371,642.747(2) | I | See footnote(2) | |||
| Explanation of Responses: |
| 1. See Remarks. |
| 2. On 1/20/2021, a total of 611,036.175 Units were issued to the Sponsor. Of those 611,036.175 Units, the Reporting Person's proportionate interest was 203,678.725 Units. All of these Units were subsequently transferred by the Sponsor to a limited liability company owned indirectly by the Reporting Person via a pro rata distribution by the Sponsor to its members. Amount reported also includes prior Units that had been issued to the Sponsor and transferred to a limited liability company owned indirectly by the Reporting Person via a pro rata distribution by the Sponsor to its members. |
| Remarks: |
| (1) 611,036.175 Class I operating partnership units (the "Units") were issued to Black Creek Diversified Property Advisors Group LLC (the "Sponsor") in lieu of a $4.6 million cash payment of the performance component of the advisory fee that was payable to the Sponsor by Black Creek Diversified Property Operating Partnership LP, a subsidiary of the Issuer (the "Partnership"). The NAV per Unit at the time of the issuance of the Units was $7.5412. The holder of the Units may cause the Partnership to redeem the Units for cash, unless the Issuer's board of directors determines that the redemption of the Units for cash would be prohibited by applicable law or the Issuer's charter, in which case the Units will be redeemed for shares of the Issuer's Class I common stock with an equivalent aggregate net asset value. Any such redemption of Units for shares of the Issuer's common stock is expected to be on a one-for-one basis. The Units reported above may be attributed to the Reporting Person based upon the fact that the Reporting Person is one of several individuals and/or their affiliates that directly or indirectly controls the Sponsor. The Reporting Person is reporting his proportionate interest in the Units issued to the Sponsor on 1/20/21, which is 203,678.725 Units. The Reporting Person disclaims beneficial ownership of the Units held by the Sponsor except to the extent of his pecuniary interest therein. |
| /s/ Sarah Wadsworth, Attorney-in-Fact | 01/22/2021 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||