Global Net Lease (GNL) Form 4 Global Net Lease / Edward M Jr. Weil 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^*

Weil Edward M Jr.

(Last) (First) (Middle)

650 FIFTH AVE., 30TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Global Net Lease, Inc. [ GNL ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/14/2021

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

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
LTIP Units	$0	06/14/2021		D(1)(2)(3)			419,434	(1)(2)(3)	(1)(2)(3)	Common Stock	419,434	(1)(2)(3)	2,135,496	I	See footnote(4)
LTIP Units	$0	06/14/2021		C(1)(2)(3)			2,135,496	(1)(2)(3)	(1)(2)(3)	Common Stock	2,135,496	(1)(2)(3)	0	I	See footnote(4)
OP Units	$0	06/14/2021		C(1)(2)(3)		2,135,496		(3)	(3)	Common Stock	2,135,496	(3)	2,135,496	I	See footnote(4)

Explanation of Responses:

1. Represents units of limited partnership interest designated as "LTIP Units" ("LTIP Units") in Global Net Lease Operating Partnership, L.P. (the "OP"), the operating partnership of Global Net Lease, Inc. (the "Company"), issued to the Company's external advisor, Global Net Lease Advisors, LLC (the "Advisor") under the 2018 Advisor Multi-Year Outperformance Agreement, dated as of July 19, 2018, among the Company, the OP and the Advisor (the "2018 OPP").

2. These LTIP Units could be earned by the Advisor based on the Company's achievement of threshold, target and maximum performance goals based on the Company's absolute and relative total stockholder return over a performance period commencing on June 2, 2018 and ending on the earliest of (i) June 2, 2021, (ii) the effective date of any Change of Control (as defined in the 2018 OPP) and (iii) the effective date of any termination of the Advisor's service as advisor of the Company. If and when the Advisor's capital account with respect to an LTIP Unit is equal to the capital account balance of a unit of limited partnership interest in the OP designated as an "OP Unit" ("OP Unit"), the Advisor, in its sole discretion, is entitled to convert the earned LTIP Unit into an OP Unit.

3. On June 14, 2021, the compensation committee of the board of directors of the Company determined that the extent to which the performance goals had been achieved during the performance period resulted in 2,135,496 of the LTIP Units being earned. LTIP Units that are earned also become vested. Following the compensation committee's determination, the 419,434 LTIP Units that were not earned were automatically forfeited without the payment of any consideration by the Company or the OP. On June 14, 2021, the Advisor exercised its discretion and the earned LTIP Units were converted into OP Units. OP Units may be redeemed on a one-for-one basis for, at the Company's election, a share of the Company's common stock or the cash equivalent thereof.

4. Held directly by the Advisor. The reporting person holds a non-controlling equity interest in the entities that own and control the Advisor and is also the chief executive officer of one of those entities. The reporting person disclaims beneficial ownership of the securities held by the Advisor except to the extent of his pecuniary interest therein.

	/s/ Edward M. Weil, Jr.	06/16/2021
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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