VEREIT (VER) Form 4 VEREIT / PAUL H MCDOWELL ownership change

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^*

MCDOWELL PAUL H

(Last) (First) (Middle)

C/O VEREIT, INC.

2325 E. CAMELBACK ROAD, 9TH FLOOR

(Street)

PHOENIX AZ 85016

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
VEREIT, Inc. [ VER ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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	02/23/2021		F		1,938(1)	D	$38.33(2)	96,307(3)	D
Common Stock	02/23/2021		F		1,640(4)	D	$38.33(2)	94,667	D
Common Stock	02/23/2021		F		1,619(5)	D	$38.33(2)	93,048	D
Common Stock	02/23/2021		A		18,263(6)	A	$38.33(2)	111,311	D
Common Stock	02/23/2021		A		18,262(7)	A	$38.33(2)	129,573	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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. Reflects the product of the applicable withholding rate and the 5,069 shares of common stock that vested pursuant to the terms of the Reporting Person's restricted stock unit award agreement.

2. Reflects the closing sale price as reported on the New York Stock Exchange on February 23, 2021.

3. Reflects an adjustment due to the one-for-five reverse stock split of VEREIT, Inc.'s issued and outstanding shares of common stock completed on December 17, 2020.

4. Reflects the product of the applicable withholding rate and the 4,187 shares of common stock that vested pursuant to the terms of the Reporting Person's restricted stock unit award agreement.

5. Reflects the product of the applicable withholding rate and the 4,236 shares of common stock that vested pursuant to the terms of the Reporting Person's restricted stock unit award agreement.

6. Reflects restricted stock units awarded February 23, 2021 to the Reporting Person pursuant to the Issuer's Equity Plan. Such restricted stock units vest ratably on each of the first, second and third anniversaries of February 23, 2021.

7. Reflects performance-based restricted stock units awarded February 23, 2021 to the Reporting Person pursuant to the Issuer's Equity Plan. Such restricted stock units will vest subject to the achievement of certain performance conditions, which are based on the Issuer's total stockholder return relative to its peers and FTSE Nareit All Equity REITs Index. The performance period began January 1, 2021 and ends December 31, 2023.

Remarks:

Executive Vice President and Chief Operating Officer Exhibit 24.0 - Power of Attorney

	/s/ Bianca A. Martinez, by power of attorney	02/25/2021
	** 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).
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