Global Net Lease Form 4 / WILLIAM M KAHANE 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^*

KAHANE WILLIAM M

(Last)

(First)

(Middle)

405 PARK AVENUE, 14TH FLOOR

(Street)

NEW YORK

10022

(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)
06/03/2015

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	06/03/2015		J		5,000	A	$9.25	133,333⁽²⁾⁽³⁾	I	SEE FOOTNOTE⁽⁴⁾
Common Stock⁽¹⁾	06/03/2015		J		2,500	A	$9.2	133,333⁽²⁾⁽³⁾	I	SEE FOOTNOTE⁽⁴⁾
Common Stock⁽¹⁾	06/03/2015		J		10,000	A	$9.1828	133,333⁽²⁾⁽³⁾	I	SEE FOOTNOTE⁽⁴⁾
Common Stock⁽¹⁾	06/03/2015		J		5,000	A	$9.1613	133,333⁽²⁾⁽³⁾	I	SEE FOOTNOTE⁽⁴⁾
Common Stock⁽¹⁾	06/03/2015		J		10,000	A	$9.2286	133,333⁽²⁾⁽³⁾	I	SEE FOOTNOTE⁽⁴⁾
Common Stock⁽¹⁾	06/03/2015		J		1,300	A	$9.2358	133,333⁽²⁾⁽³⁾	I	SEE FOOTNOTE⁽⁴⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Operating Partnership Units	$0	06/30/2015		P		10,138		⁽⁵⁾⁽⁹⁾	⁽⁵⁾⁽⁹⁾	Common Stock	10,138	$9	10,138	D⁽¹⁰⁾
Operating Partnership Units	$0	06/30/2015		J⁽⁷⁾		174,485		⁽⁶⁾⁽⁹⁾	⁽⁶⁾⁽⁹⁾	Common Stock	174,485	⁽⁶⁾⁽⁵⁾	174,485	D⁽¹⁰⁾
Operating Partnership Units	⁽⁷⁾							⁽⁷⁾	⁽⁷⁾	Common Stock	3		3	D⁽⁷⁾⁽¹⁰⁾
LTIP Units	$0	06/30/2015		J⁽⁸⁾		9,041,801		⁽⁸⁾⁽⁹⁾	⁽⁸⁾⁽⁹⁾	Common Stock	9,041,801	⁽⁸⁾⁽⁹⁾	9,041,801	I	See footnote⁽¹¹⁾
Restricted Stock Units	⁽¹²⁾	06/30/2015		A		40,000		⁽¹²⁾	⁽¹²⁾	Common Stock	40,000	$0	40,000	D

Explanation of Responses:

1. These open-market purchases were executed in multiple trades at prices ranging from $9.1613 to $9.25, in the amounts and prices reflected above. These purchases were rescinded on June 5, 2015 and never settled.

2. Includes 22,222 of previously reported shares held by American Realty Capital Global Trust Special Limited Partner, LLC, which is controlled by AR Capital, LLC ("ARC"). The reporting person is a manager and equity holder of ARC. The reporting person disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein.

3. Includes 111,111 shares of previously reported shares held by ARC directly. The reporting person is a manager and equity holder of ARC. The reporting person disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein.

4. The purchases were made by a trust over which the reporting person has investment control.

5. Issued pursuant to a Contribution and Exchange Agreement entered into between Global Net Lease Advisors, LLC (the "Advisor") and Global Net Lease Operating Partnership, L.P. (the "Operating Partnership"), dated June 2, 2015 whereby the Advisor contributed $750,000 in cash to the Operating Partnership in exchange for 83,333 OP Units.

6. The Advisor was entitled to a "profits interest" in the form of Class B Units in the Operating Partnership in connection with its asset management services. Upon the listing of the issuer's shares of common stock on New York Stock Exchange on June 2, 2015, each outstanding Class B Unit in the Operating Partnership was converted automatically into one OP Unit.

7. In return for the initial capital contribution of $200 made by the Advisor in connection with the issuer's formation, the Operating Partnership issued 22 OP Units to the Advisor. The securities were subsequently distributed pro rata to the ultimate owners of the Advisor and 3 OP Units are now held directly by the reporting person. Terms of the OP Units previously reported on the reporting person's Form 3 filed on December 11, 2014.

8. Under the Multi-Year Outperformance Agreement, the Advisor will be eligible to earn performance-based bonus awards in the form of LTIP Units with a maximum value on the issuance date equal to 5% of the issuer's market capitalization on June 2, 2015. Subject to Advisor's continued service through each vesting date, LTIP Units will vest 1/3 on each of June 2, 2018, June 2, 2019 and June 2, 2020. Any earned and vested LTIP Units may be converted into OP Units in accordance with the terms and conditions of the partnership agreement of the Operating Partnership.

9. Units are exchangeable for cash or, at the option of the issuer, shares of the issuer's common stock on a one-to-one basis. OP Units are exchangeable, except under certain limited circumstances, beginning one year from the date of issuance, which includes the holding period of any units that were converted into OP Units (e.g., Class B Units, LTIP Units) and have no expiration date.

10. The Advisor, which previously owned the reported securities, is controlled by ARC. The reporting person is a manager and equity holder of ARC. The securities were subsequently distributed pro rata to the ultimate owners of ARC.

11. The Advisor, which owns the reported securities, is controlled by ARC. The reporting person is a manager and equity holder of ARC. The reporting person disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein.

12. Represents restricted stock units ("RSUs") issued pursuant to the issuer's Amended and Restated Incentive Restricted Share Plan. RSUs vest ratably over a five-year period beginning on June 2, 2016 in increments of 20% per annum. Each RSU represents the contingent right to receive one share of the issuer's common stock upon vesting of the RSU.

	/s/ William M. Kahane	07/02/2015
	** 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.

Global Net Lease (GNL) Form 4Global Net Lease / WILLIAM M KAHANE ownership change