Global Net Lease (GNL) Form 4 Global Net Lease / James Larry Nelson 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^*

Nelson James Larry

(Last) (First) (Middle)

405 PARK AVENUE

(Street)

NEW YORK NY 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
X	Officer (give title below)	Other (specify below)
CEO and President

3. Date of Earliest Transaction (Month/Day/Year)
11/16/2018

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	11/16/2018		A(1)(2)		8,668.65(1)(2)	A	$21.228(3)	8,668.65	I	See footnote(4)
Common Stock								8,000	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. Represents shares of common stock of Global Net Lease, Inc. (the "Company"), issued to the Company's external advisor, Global Net Lease Advisors, LLC (the "Advisor"), pursuant to the terms of the Company's advisory agreement with the Advisor (as amended, the "Advisory Agreement") as the stock portion ($184,018.17 out of the $368,036.34 in total) of the Incentive Compensation (as defined in the Advisory Agreement) earned by the Advisor pursuant to the Advisory Agreement for the three months ended September 30, 2018.

2. Pursuant to the Advisory Agreement, 50% of the amount of any Incentive Compensation earned by the Advisor is payable in shares of common stock based on the average of the closing price of common stock on the five Business Days (as defined in the Advisory Agreement) prior to the date of issuance (the "Issuance Price") with the other 50% payable in cash. Pursuant to the requirements of the Advisory Agreement, the Advisor has agreed not to offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, one-third of these shares no earlier than the first anniversary of the date of issuance, one-third of these shares no earlier than the second anniversary of the date of issuance, and the remaining one-third of these shares no earlier than the third anniversary of the date of issuance.

3. Represents the Issuance Price.

4. The reporting person is the chief executive officer and president of, and also holds a non-controlling profit interest in, the Advisor, which owns the reported securities. The reporting person disclaims beneficial ownership of the securities reported on this Form 4 except to the extent of his pecuniary interest therein.

	/s/ James L. Nelson	11/16/2018
	** 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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