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 Broadstone Net Lease, Inc. [ BNL ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 11/30/2020 | ||||||||||||||||||||||||||
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 | 11/30/2020 | G(1) | V | 604,097 | D | $0.00 | 0 | D | ||
Common Stock | 11/30/2020 | G(1) | V | 604,097 | A | $0.00 | 832,071 | I | By Family Limited Liability Company(2) | |
Common Stock | 55,815 | I | By Spouse(3) | |||||||
Common Stock | 127,700 | I | By Limited Liability Company(4) | |||||||
Common Stock | 249,412 | I | By Trust(5) | |||||||
Common Stock | 249,412 | I | By Trust(5) |
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 | ||||||||
OP Units(6) | (6) | 11/30/2020 | J | V | 149,827(7) | (8) | (8) | Common Stock | 149,827 | $0.00 | 1,307,134(7) | D | |||
OP Units(6) | (6) | 11/30/2020 | J | V | 99,885(7) | (8) | (8) | Common Stock | 99,885 | $0.00 | 99,885(7) | I | By Spouse | ||
OP Units(6) | (6) | 11/30/2020 | J | V | 499,423(7) | (8) | (8) | Common Stock | 499,423 | $0.00 | 499,423(7) | I | By Family Limited Liability Company(2) | ||
OP Units(6) | (6) | 11/30/2020 | J | V | 1,997,694(7) | (8) | (8) | Common Stock | 1,997,694 | $0.00 | 0(7) | I | By Limited Liability Company(7) | ||
OP Units(6) | (6) | (8) | (8) | Common Stock | 36,805 | 36,805 | I | By Trust(5) | |||||||
OP Units(6) | (6) | (8) | (8) | Common Stock | 36,805 | 36,805 | I | By Trust(5) |
Explanation of Responses: |
1. On November 30, 2020, pursuant to a transaction exempt from section 16(b) under Rule 16b-5 and for estate planning purposes, the reporting person transferred these shares of common stock to a limited liability company with respect to which the reporting person and her spouse have shared voting and investment power. |
2. Securities held by a family limited liability company with respect to which the reporting person has shared voting and investment power. |
3. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for any purpose. |
4. Securities held by a limited liability company with respect to which the reporting person and her spouse have shared voting and investment power. |
5. Securities held by irrevocable trust for benefit of reporting person's child. |
6. Represents membership units of Broadstone Net Lease, LLC (the "OP"), a subsidiary and the operating company of the Issuer ("OP Units"). OP Units are redeemable by the reporting person and, at the Issuer's discretion, can be settled in cash or shares of Common Stock of the Issuer on a one-for-one basis. |
7. Includes 149,827 OP Units received as a distribution, made for estate planning purposes, from a limited liability company with respect to which the reporting person has shared voting and investment power. In prior Forms 4, the reporting person reported beneficial ownership of 1,997,694 OP Units held by such limited liability company. As a result of the distributions reported on this Form 4, including the distribution of the OP units to the reporting person, 99,885 OP Units to the reporting person's spouse and 499,423 OP Units to a family limited liability company for which beneficial ownership is attributable to the reporting person, and distributions to other interest holders of the limited liability company, such limited liability company no longer holds any OP Units. |
8. These OP Units are fully vested. |
Remarks: |
/s/ John D. Moragne, as Attorney-in-fact | 12/02/2020 | |
** 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. |