| 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)
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2. Issuer Name and Ticker or Trading Symbol
SPIRIT REALTY CAPITAL, INC. [ SRC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/23/2024 | ||||||||||||||||||||||||||
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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 | ||||||
| Common stock, par value $0.05 per share | 01/23/2024 | A | 48,103(1) | A | $0 | 793,948 | D | |||
| Common stock, par value $0.05 per share | 01/23/2024 | A | 93,054(2) | A | $0 | 887,002 | D | |||
| Common stock, par value $0.05 per share | 01/23/2024 | D | 887,002(3) | D | $0 | 0 | D | |||
| Common stock par value $0.05 per share | 01/23/2024 | D | 722(4) | D | $0 | 0 | I | By Son A | ||
| Common stock, par value $0.05 per share | 01/23/2024 | D | 722(4) | D | $0 | 0 | I | By Son B | ||
| Common stock, par value $0.05 per share | 01/23/2024 | D | 108,823(4) | D | $0 | 0 | I | By Spouse | ||
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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 | ||||||||
| Explanation of Responses: |
| 1. Represents shares underlying a Performance Share Award granted on February 9, 2022 pursuant to the Company's incentive award plan. Pursuant to the Agreement and Plan of Merger by and among Realty Income Corporation, Saints MD Subsidiary, Inc. and the Company, dated as of October 29, 2023 (as amended or supplemented), as of the Effective Time (defined in the Merger Agreement), Performance Share Awards were converted into the right to receive a number of whole shares of Realty Income common stock equal to the product obtained by multiplying (A) the number of shares of Spirit common stock subject to such Performance Share Award determined based on the greater of target performance and the actual level of achievement of the applicable performance goals as of immediately prior to the Effective Time by (B) the .762 (the Exchange Ratio), and corresponding cash dividend equivalents. The Company determined the pre-established performance goals had been achieved at 200% of target performance. |
| 2. Represents shares underlying a Performance Share Award granted on January 19, 2023 pursuant to the Company's incentive award plan. Pursuant to the Agreement and Plan of Merger by and among Realty Income Corporation, Saints MD Subsidiary, Inc. and the Company, dated as of October 29, 2023 (as amended or supplemented), as of the Effective Time (defined in the Merger Agreement), Performance Share Awards were converted into the right to receive a number of whole shares of Realty Income common stock equal to the product obtained by multiplying (A) the number of shares of Spirit common stock subject to such Performance Share Award determined based on the greater of target performance and the actual level of achievement of the applicable performance goals as of immediately prior to the Effective Time by (B) the .762 (the Exchange Ratio), and corresponding cash dividend equivalents. The Company determined the pre-established performance goals had been achieved at 292.30% of target performance |
| 3. Represents shares of the Company's common stock (including in respect of shares underlying Performance Share Awards, net of income tax and remittance obligations) disposed in connection with the Agreement and Plan of Merger by and among Realty Income Corporation (Realty Income), Saints MD Subsidiary, Inc. and the Company, dated as of October 29, 2023 (as amended or supplemented from time to time, the Merger Agreement). In accordance with the Merger Agreement, upon the Effective Time, each share of the Company's common stock was converted into the right to receive 0.762 shares of common stock of Realty Income. |
| 4. Represents shares of the Company's common stock disposed in connection with the Agreement and Plan of Merger by and among Realty Income Corporation (Realty Income), Saints MD Subsidiary, Inc. and the Company, dated as of October 29, 2023 (as amended or supplemented from time to time, the Merger Agreement). In accordance with the Merger Agreement, upon the Effective Time, each share of the Company's common stock was converted into the right to receive 0.762 shares of common stock of Realty Income. |
| /s/Rochelle Thomas | 01/23/2024 | |
| ** 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. | ||
