Sila Realty Trust 424B3 Prospectus supplement

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-217579

CARTER VALIDUS MISSION CRITICAL REIT II, INC.

SUPPLEMENT NO. 4 DATED FEBRUARY 21, 2018

TO THE PROSPECTUS DATED NOVEMBER 27, 2017

This document supplements, and should be read in conjunction with, the prospectus of Carter Validus Mission Critical REIT II, Inc., dated November 27, 2017, Supplement No. 2 dated January 16, 2018, and Supplement No. 3 dated January 29, 2018. Unless otherwise defined in this prospectus supplement, capitalized terms used in this prospectus supplement shall have the same meanings as set forth in the prospectus.

The purpose of this prospectus supplement is to describe the following:


(1)	the status of our follow-on offering of common stock (this "Offering"), the filing of a Registration Statement on Form S-3, and the termination of our initial public offering of common stock;


(2)	the status of our offering of Class T2 shares of common stock;


(3)	the declaration of distributions to our stockholders and distributions made through February 21, 2018;


(4)	an update to the distribution and servicing fee payable in connection with Class T shares of common stock;


(5)	updates to the cover page of our prospectus;


(6)	updates to the “Questions and Answers About this Offering” section of our prospectus;


(7)	revisions to the “Estimated Use of Proceeds” section of our prospectus;


(8)	updates to the “Management Compensation” section of our prospectus;


(9)	revisions to the “Distribution Reinvestment Plan” section of our prospectus;


(10)	revisions to the “Description of Securities” section of our prospectus;


(11)	revisions to the “Share Repurchase Program” section of our prospectus;


(12)	revisions to the “Summary of Our Operating Partnership” section of our prospectus;


(13)	revisions to the “Plan of Distribution” section of our prospectus;


(14)	updates to the “Incorporation of Certain Information by Reference” section of our prospectus;


(15)	updates to the "Risk Factors" section of our prospectus;


(16)	revised forms of our subscription agreements; and


(17)	our Fourth Amended and Restated Distribution Reinvestment Plan.

Status of this Offering, Filing of a Registration Statement on Form S-3, and the Termination of our Initial Public Offering

We commenced our initial public offering of $2,350,000,000 of shares of our common stock (the “Initial Offering”), consisting of up to $2,250,000,000 of shares in our primary offering and up to $100,000,000 of shares pursuant to our distribution reinvestment plan, on May 29, 2014. We ceased offering shares of common stock pursuant to the Initial Offering on November 24, 2017. As of November 24, 2017, we had accepted investors’ subscriptions for and issued approximately 82,850,000 shares of Class A common stock, 6,332,000 shares of Class I common stock and 35,912,000 shares of Class T common stock in the Initial Offering, resulting in receipt of gross proceeds of approximately $820,683,000, $57,821,000 and $345,299,000, respectively.

On November 27, 2017, our follow-on offering of up to $1,000,000,000 in shares of common stock was declared effective by the SEC (the "Offering"). As of February 15, 2018, we were offering shares of Class A common stock, Class I common stock and Class T common stock in the Offering. As of February 15, 2018, we had accepted investors' subscriptions for and issued approximately 840,000 shares of Class A common stock, 1,307,000 shares of Class I common stock and 725,000 shares of Class T common stock in the Offering, resulting in receipt of gross proceeds of $8,558,000, $12,001,000 and $7,048,000, respectively, for total gross proceeds raised of $27,607,000. As of February 15, 2018, we had approximately $972,393,000 in Class A shares, Class I shares and Class T shares of common stock remaining in the Offering.

We currently intend to offer the shares in this Offering for a period of 9-12 months following the effective date of this Registration Statement, unless our board of directors terminates the Offering at an earlier date or all shares being offered have

been sold, in which case this Offering will be terminated. This Offering must be registered, or exempt from registration, in every state in which we offer or sell shares. Generally, such registrations are for one year. Therefore, we may have to stop selling shares in any state in which our registration is not renewed or otherwise extended annually. We reserve the right to terminate this Offering at any time prior to the stated termination date or if all shares being offered have been sold.

Pursuant to our Registration Statement on Form S-3 (the "DRIP Registration Statement"), we are offering up to $100,000,000 shares of Class A common stock, Class I common stock, Class T common stock and Class T2 common stock each at $9.18 per share pursuant to our distribution reinvestment plan.

Commencement of Offering Class T2 Shares

Our charter authorizes us to issue up to 75,000,000Class T2 shares.Class T2 shares have identical rights and privileges, such as identical voting rights, as Class A shares, Class I shares and Class T shares, other than the different fees with respect to each class as described below and the payment of distribution and stockholder servicing fees out of amounts otherwise available for distribution to a Class T2 stockholder.

We will commence offering shares of Class T2 common stock in this Offering at a price of $9.714 per share on March 15, 2018, unless we subsequently supplement this prospectus to commence offering Class T2 shares earlier. We will cease offering shares of Class T common stock in this Offering on the close of business of March 14, 2018. We will continue to offer shares of Class T common stock pursuant to our DRIP Registration Statement.

We will pay our dealer manager a dealer manager fee of up to 2.5% of the gross offering proceeds of Class T2 shares sold in this Offering. Our dealer manager may re-allow a portion of the dealer manager fee to participating broker-dealers. We will pay our dealer manager selling commissions of up to 3.0% of the gross offering proceeds of Class T2 shares sold in this Offering. All selling commissions are expected to be re-allowed to participating broker-dealers. We will also pay a distribution and servicing fee in connection with Class T2 shares sold in this Offering equal to 1/365^th of up to 1.0% of the most recent estimated net asset value, or NAV, per Class T share (until such time that we determine an estimated NAV per Class T2 share) on a continuous basis. We will cease paying the distribution and servicing fee with respect to a Class T2 share sold in this Offering at the earliest to occur of the following: (i) a listing of the Class T2 shares on a national securities exchange; (ii) following the completion of this Offering, total underwriting compensation in the Offering equaling 10% of the gross proceeds from this Offering; (iii) there are no longer any Class T2 shares outstanding; (iv) the end of the month in which our transfer agent, on our behalf, determines that total underwriting compensation, including selling commissions, dealer manager fees, the Class T2 distribution and servicing fee and other elements of underwriting compensation with respect to such Class T2 share, would be in excess of 8.5% of the total gross investment amount at the time of purchase of such Class T2 share; (v) the end of the month in which our transfer agent, on our behalf, determines that the Class T2 distribution and servicing fee with respect to such Class T2 share would be in excess of 3.0% of the total gross investment amount at the time of purchase of such Class T2 share; (vi) the date on which such Class T2 share is repurchased by us; and (vii) the date on which the holder of such Class T2 share or its agent notifies us or our agent that he or she is represented by a new participating broker-dealer; provided that we will continue paying the Class T2 distribution and servicing fee, which shall be re-allowed to the new participating broker-dealer, if the new participating broker-dealer enters into a participating broker-dealer agreement with our dealer manager or otherwise agrees to provide the services set forth in the dealer manager agreement. At the time we cease paying the distribution and servicing fee with respect to a Class T2 share pursuant to the provisions above, such Class T2 share (including associated Class T2 DRIP shares) will convert into a number of Class I shares (including any fractional shares) with an equivalent of NAV as such share. Stockholders will receive a confirmation notice when their Class T2 shares have been converted into Class I shares. We currently expect that any such conversion will be on a one-for-one basis, as we expect the net asset value per share of each Class T2 share and Class I share to be the same.

All references throughout our prospectus to the classes of shares being offered, as well as the purchase price, dealer manager fees, selling commissions, and distribution and servicing fees are hereby updated accordingly.

Distribution Policy and Distributions

The following information supplements, and should be read in conjunction with, the discussion contained in the “Prospectus Summary — Distribution Policy” section on page 15 of the prospectus and the “Description of Securities — Distribution Policy and Distributions” section beginning on page 155 of the prospectus:

As of February 21, 2018, we had paid aggregate distributions, since inception, of approximately $131,456,000 ($59,575,000 in cash and $71,881,000 reinvested in shares of common stock pursuant to the DRIP). Our board of directors intends to continue to pay distributions monthly in arrears for so long as it decides this policy is in the best interest of our stockholders.

Class A Shares

Our board of directors approved and declared a daily distribution to our Class A stockholders of record as of the close of business on each day of the period commencing on March 1, 2018 and ending on May 31, 2018. The distribution will be calculated based on 365 days in the calendar year and will be equal to $0.001788493 per share of Class A common stock, which will be equal to an annualized distribution rate of 6.40%, assuming a purchase price of $10.200 per share of Class A common stock. The distributions declared for each record date in March 2018, April 2018 and May 2018 will be paid in April 2018, May 2018 and June 2018, respectively. The distributions will be payable to stockholders from legally available funds therefor.

Class I Shares

Our board of directors approved and declared a daily distribution to our Class I stockholders of record as of the close of business on each day of the period commencing on March 1, 2018 and ending on and ending May 31, 2018. The distribution will be calculated based on 365 days in the calendar year and will be equal to $0.001788493 per share of Class I common stock, which will be equal to an annualized distribution rate of 7.04%, assuming a purchase price of $9.273 per share. The distributions declared for each record date in March 2018, April 2018 and May 2018 will be paid in April 2018, May 2018 and June 2018, respectively. The distributions will be payable to stockholders from legally available funds therefor.

Class T Shares

Our board of directors approved and declared a daily distribution to our Class T stockholders of record as of the close of business on each day of the period commencing on March 1, 2018 and ending May 31, 2018. The distribution will be calculated based on 365 days in the calendar year and will be equal to $0.001519750 per share of Class T common stock, which will be equal to an annualized distribution rate of 5.68%, assuming a purchase price of $9.766 per share. The distributions declared for each record date in March 2018, April 2018 and May 2018 will be paid in April 2018, May 2018 and June 2018, respectively. The distributions will be payable to stockholders from legally available funds therefor.

Class T2 Shares

Our board of directors approved and declared a daily distribution to our Class T2 stockholders of record as of the close of business on each day of the period commencing on the day following the date on which the first Class T2 Share is purchased and ending May 31, 2018. The distribution will be calculated based on 365 days in the calendar year and will be equal to $0.001522356 per share of Class T2 common stock, which will be equal to an annualized distribution rate of 5.72%, assuming a purchase price of $9.714 per share. The distributions declared for each record date in March 2018, April 2018 and May 2018 will be paid in April 2018, May 2018 and June 2018, respectively. The distributions will be payable to stockholders from legally available funds therefor.

We have made the following distributions to our Class A stockholders:



Period Ended	Date Paid	Distribution
July 31, 2014	August 1, 2014	$	439
August 31, 2014	September 2, 2014	24,635
September 30, 2014	October 1, 2014	66,751
October 31, 2014	November 3, 2014	131,229
November 30, 2014	December 1, 2014	207,526
December 31, 2014	January 2, 2015	324,704
January 31, 2015	February 2, 2015	446,359
February 28, 2015	March 2, 2015	537,939
March 31, 2015	April 1, 2015	823,200
April 30, 2015	May 1, 2015	1,039,171
May 31, 2015	June 1, 2015	1,299,964
June 30, 2015	July 1, 2015	1,471,336
July 31, 2015	August 3, 2015	1,715,689
August 31, 2015	September 1, 2015	1,894,852
September 30, 2015	October 1, 2015	1,982,158
October 31, 2015	November 2, 2015	2,200,851
November 30, 2015	December 1, 2015	2,285,962
December 31, 2015	January 4, 2016	2,547,214
January 31, 2016	February 1, 2016	2,719,623
February 29, 2016	March 1, 2016	2,676,459
March 31, 2016	April 1, 2016	2,979,045
April 30, 2016	May 2, 2016	3,006,480
May 31, 2016	June 1, 2016	3,210,172
June 30, 2016	July 1, 2016	3,202,527
July 31, 2016	August 1, 2016	3,397,713
August 31, 2016	September 1, 2016	3,485,007
September 30, 2016	October 3, 2016	3,441,197
October 31, 2016	November 1, 2016	3,645,779
November 30, 2016	December 1, 2016	3,584,726
December 31, 2016	January 3, 2017	3,772,059
January 31, 2017	February 1, 2017	3,846,146
February 28, 2017	March 1, 2017	3,531,060
March 31, 2017	April 3, 2017	3,974,566
April 30, 2017	May 1, 2017	3,913,291
May 31, 2017	June 1, 2017	4,106,771
June 30, 2017	July 3, 2017	4,028,071
July 31, 2017	August 1, 2017	4,203,103
August 31, 2017	September 1, 2017	4,247,976
September 30, 2017	October 2, 2017	4,163,544
October 31, 2017	November 1, 2017	4,405,903
November 30, 2017	December 1, 2017	4,319,012
December 31, 2017	January 2, 2018	4,502,846
January 31, 2018	February 1, 2018	4,523,106
Total Class A distributions		$	111,886,161

We have made the following distributions to our Class I stockholders:



Period Ended	Date Paid	Distribution
March 9, 2017 to March 31, 2017	April 3, 2017	$	1,060
April 30, 2017	May 1, 2017	9,304
May 31, 2017	June 1, 2017	37,369
June 30, 2017	July 3, 2017	71,602
July 31, 2017	August 1, 2017	106,622
August 31, 2017	September 1, 2017	139,472
September 30, 2017	October 2, 2017	182,224
October 31, 2017	November 1, 2017	258,557
November 30, 2017	December 1, 2017	306,863
December 31, 2017	January 2, 2018	363,477
January 31, 2018	February 1, 2018	392,455
Total Class I distributions		$	1,869,005

We have made the following distributions to our Class T stockholders:



Period Ended	Date Paid	Distribution
January 21, 2016 to January 31, 2016	February 1, 2016	$	5,101
February 29, 2016	March 1, 2016	36,989
March 31, 2016	April 1, 2016	81,312
April 30, 2016	May 2, 2016	131,960
May 31, 2016	June 1, 2016	196,058
June 30, 2016	July 1, 2016	241,283
July 31, 2016	August 1, 2016	303,461
August 31, 2016	September 1, 2016	350,322
September 30, 2016	October 3, 2016	384,775
October 31, 2016	November 1, 2016	444,087
November 30, 2016	December 1, 2016	477,528
December 31, 2016	January 3, 2017	563,099
January 31, 2017	February 1, 2017	636,143
February 28, 2017	March 1, 2017	629,645
March 31, 2017	April 3, 2017	761,728
April 30, 2017	May 1, 2017	797,400
May 31, 2017	June 1, 2017	881,721
June 30, 2017	July 3, 2017	933,731
July 31, 2017	August 1, 2017	1,061,369
August 31, 2017	September 1, 2017	1,162,709
September 30, 2017	October 2, 2017	1,227,290
October 31, 2017	November 1, 2017	1,430,512
November 30, 2017	December 1, 2017	1,547,493
December 31, 2017	January 2, 2018	1,698,866
January 31, 2018	February 1, 2018	1,716,672
Total Class T distributions		$	17,701,254

Update Regarding the Class T Distribution and Servicing Fee

On February 21, 2018, we executed the eighth amendment to our dealer manager agreement by and among us, SC Distributors, LLC, our dealer manager, and our advisor to, among other things, amend certain terms of the distribution and

servicing fee payable in connection with Class T shares. All references to the termination events of the distribution and servicing fee are hereby updated accordingly:

With respect to Class T shares that were sold in this Offering,we will cease paying the distribution and servicing fee to the dealer manager on the earliest to occur of: (i) a listing of the Class T shares on a national securities exchange, (ii) following the completion of this Offering, total underwriting compensation in this Offering equaling 10.0% of the gross proceeds from this Offering less the total amount of distribution and servicing fees waived by participating broker-dealers in this Offering, (iii) such Class T shares no longer being outstanding, (iv) December 31, 2021, which is the fourth anniversary of the last day of the fiscal quarter in which our primary offering of our initial public offering terminated and (v) the date on which the holder of such Class T share or its agent notifies us or our agent that he or she is represented by a new participating broker-dealer; provided that we will continue paying the Class T distribution and servicing fee, which shall be re-allowed to the new participating broker-dealer, if the new participating broker-dealer enters into a participating broker-dealer agreement with our dealer manager or otherwise agrees to provide the services set forth in the dealer manager agreement. We cannot predict when this will occur.

Cover Page

Effective March 15, 2018, the table on the cover page of our prospectus and all similar discussions appearing throughout our prospectus will be superseded and replaced in their entirety as follows:



	Aggregate Price to Public⁽¹⁾		Selling Commissions⁽³⁾		Dealer Manager Fee⁽³⁾		Proceeds Before Expenses to Us⁽¹⁾⁽⁴⁾

Per Class A Share	$	10.200	$	0.714	$	0.306	$	9.18
Per Class I Share ⁽²⁾	$	9.273	$	—	$	0.093	$	9.18
Per Class T2 Share	$	9.714	$	0.291	$	0.243	$	9.18
Maximum Offering	$	1,000,000,000	$	70,000,000	$	30,000,000	$	900,000,000

(1)

The aggregate price to the public assumes no purchase price discounts. The offering prices are based on our Estimated Per Share NAV of each of our Class A common stock, Class I common stock and Class T common stock of $9.18 as of June 30, 2017 as determined by our board of directors on September 28, 2017, and any applicable upfront selling commissions and dealer manager fees. The table assumes that all of the gross proceeds come from sales of Class A shares. We reserve the right to reallocate shares being offered between Class A shares, Class I shares and Class T2 shares.

(2)

The dealer manager may receive up to 2.0% of the gross offering proceeds from the sale of Class I shares as a dealer manager fee, of which 1.0% will be funded by our advisor without reimbursement from us. The 1.0% of the dealer manager fee paid from offering proceeds will be waived in the event an investor purchases Class I shares through a registered investment adviser that is not affiliated with a broker dealer. In such event, the per share purchase price of the Class I shares would be $9.18.


(3)	The table excludes the distribution and servicing fees payable by holders of Class T2 shares, which will be paid over time. See the section entitled “Management Compensation” for more information on the distribution and servicing fees payable in connection with Class T2 shares.


(4)	Proceeds are calculated before deducting issuer costs other than selling commissions and the dealer manager fee. These issuer costs are expected to consist of, among others, expenses of our organization and offering. See the “Plan of Distribution” section of the prospectus.

Questions and Answers About This Offering

The “Question and Answers About This Offering — What kind of offering is this?” section beginning on page 3 of the prospectus is hereby superseded and replaced with the following:

Q: What kind of offering is this?

A: Through our affiliated dealer manager, SC Distributors, LLC, we are offering up to $1,000,000,000 of shares of our common stock on a “best efforts” basis. “Best efforts” means that the dealer manager and other brokers participating in the Offering are only required to use their reasonable best efforts to sell the shares and have no firm commitment or obligation to purchase any specific number or dollar amount of shares. We are currently offering Class A shares, Class I shares and Class T shares of common stock at a per share price of $10.200 per Class A share, $9.273 per Class I share and $9.766 per Class T share. Commencing on March 15, 2018, or earlier, we will publicly offer three classes of shares of common stock, Class A shares,

Class I shares and Class T2 shares, in any combination with a dollar value up to the maximum offering amount. The share classes have different selling fees, and there is an ongoing distribution and servicing fee with respect to outstanding Class T2 shares. The offering price for the shares in this Offering shall be $10.200 per Class A share, $9.273 per Class I share and $9.714 per Class T2 share. We reserve the right to reallocate the shares of common stock we are offering between the share classes.

The “Questions and Answers About This Offering — Why are we offering three classes of common stock, and what are the similarities and differences among the classes?” section beginning on page 4 of the prospectus is hereby superseded and replaced with the following:

Q: Why are we ceasing to offer Class T shares and offering three classes of our common stock in this Offering, and what are the similarities and differences among the three classes?

A: After extensive considerations and discussions with various constituencies, we determined to cease offering Class T shares in this Offering commence offering Class T2 shares, along with Class A shares and Class I shares, due to recent regulatory developments and trends related to non-traded alternative investment products such as the investment opportunity being offered by this prospectus. Class T shares sold in our primary offering, which featured a 6% up-front load of selling commissions and the dealer manager fee as well as a distribution and servicing fee that accrues daily at a rate of 1/365^th of 1.0% of the most recent estimated NAV per Class T share until December 31, 2021, less the total amount waived by participating broker-dealers in the Initial Offering, differ from Class T2 shares sold in this Offering, which feature a 5.5% up-front load of selling commissions and the dealer manager fee as well as a distribution and servicing fee that accrues daily at a rate of 1/365^th of 1.0% of the most recent estimated NAV per Class T share (until such time that we determine an estimated net asset value per Class T2 share) that will be limited to, on an individual stockholder basis, 3.0% of the total gross investment amount at the time of purchase of such Class T2 share. At the time we cease paying the distribution and servicing fee with respect to a Class T2 share, such Class T2 share will convert into a number of Class I shares (including any fractional shares) with an equivalent NAV as such share. Stockholders will receive a confirmation notice when their Class T2 shares have been converted into Class I shares. We currently expect that any such conversion will be on a one-for-one basis, as we expect the net asset value per share of each Class T2 share and Class I share to be the same.

Class A shares and Class T2 shares are available for purchase in this Offering through brokerage and transaction-based accounts. Class I shares are available for purchase in this Offering only (1) through fee-based programs of participating broker-dealers, also known as wrap accounts, that provide access to Class I shares, (2) through registered investment advisers not affiliated with a participating broker-dealer, (3) by endowments, foundations, pension funds and other institutional investors or (4) other categories of investors that we name in an amendment or supplement to this prospectus. Before making your investment decision, please consult with your investment adviser regarding your account type and the classes of common stock you may be eligible to purchase.

Each share of our common stock, regardless of class, will be entitled to one vote per share on matters presented to the common stockholders for approval, including the election of directors. The differences between each class relate to the fees in respect of each class. The following summarizes the differences in fees between the classes of our common stock offered:



	Per Class A Share	Per Class I Share	Per Class T2 Share
Offering Price	$10.200	$9.273	$9.714
Selling Commissions	7.0%	—	3.0%
Dealer Manager Fee	3.0%	1.0% ⁽¹⁾	2.5%
Distribution and Servicing Fee⁽³⁾	—	—	1.0% ⁽²⁾

(1)

(2)

With respect to Class T2 shares, we will pay our dealer manager a distribution and servicing fee that accrues daily equal to 1/365^th of 1.0% of the amount of the most recent Estimated Per Share NAV per Class T share (until such time that we determine an estimated per share NAV per Class T2 share) on a continuous basis from year to year, payable out of amounts that would otherwise be distributed to holders of Class T2 shares. We will cease paying the distribution and servicing fee with respect to a Class T2 share sold in this Offering at the earliest to occur of the following: (i) a

listing of the Class T2 shares on a national securities exchange; (ii) following the completion of the Offering, total underwriting compensation in the Offering equaling 10% of the gross proceeds from this Offering; (iii) there are no longer any Class T2 shares outstanding; (iv) the end of the month in which our transfer agent, on our behalf, determines that total underwriting compensation, including selling commissions, dealer manager fees, the distribution and servicing fee and other elements of underwriting compensation with respect to such Class T2 share, would be in excess of 8.5% of the total gross investment amount at the time of purchase of such Class T2 share; (v) the end of the month in which our transfer agent, on our behalf, determines that the distribution and servicing fee with respect to such Class T2 share would be in excess of 3.0% of the total gross investment amount at the time of purchase of such Class T2 share; (vi) the date on which such Class T2 share is repurchased by us; and (vii) the date on which the holder of such Class T2 share or its agent notifies us or our agent that he or she is represented by a new participating broker-dealer; provided that we will continue paying the distribution and servicing fee, which shall be re-allowed to the new participating broker-dealer, if the new participating broker-dealer enters into a participating broker-dealer agreement with our dealer manager or otherwise agrees to provide the services set forth in the dealer manager agreement. At the time we cease paying the distribution and servicing fee with respect to a Class T2 share pursuant to the provisions above, such Class T2 share will convert into a number of Class I shares (including any fractional shares) with an equivalent NAV as such share. In the case of a Class T2 share purchased in this Offering at a price equal to $9.714, the maximum ongoing distribution and servicing fee that may be paid on that Class T2 share will be equal to approximately $0.291, assuming a constant per share offering price or estimated value per Class T2 share, as applicable, of $9.714.

(3)

The distribution and servicing fee will be paid with respect to ongoing services provided to our stockholders. These ongoing services may include providing ongoing or regular account or portfolio maintenance for the stockholder, assisting with recordkeeping, responding to investor inquiries regarding distribution payments, providing services to investors related to the share repurchase program, offering to meet with a stockholder to provide overall guidance on the stockholder’s investment in us or to answer questions about the account statement or valuations, and/or providing other similar services as the stockholder may reasonably require in connection with his or her investment. While we expect that the participating broker-dealer of record for a Class A stockholder or Class I stockholder may provide similar services to a Class A stockholder or Class I stockholder, it is under no contractual obligation to do so and we will not pay a distribution and servicing fee for such services.

Class A Shares

•

An upfront selling commission, which is a one-time fee charged at the time of purchase of the shares. The selling commissions and, in some cases, the dealer manager fee, will not be charged or may be reduced with regard to shares sold to or for the account of certain categories of purchasers. Class A shares are available through brokerage and transaction-based accounts. See “Plan of Distribution” for additional information.


•	No distribution and servicing fee.

•

Assuming (i) a constant offering price of $10.200 per Class A share; (ii) that shares are sold through distribution channels associated with the highest possible selling commissions and dealer manager fees; and (iii) that none of the shares purchased are repurchased or otherwise disposed of, we expect that with respect to a one-time $10,000 investment in Class A shares, $700 in selling commissions will be paid at the time of the investment and $300 in dealer manager fees will be paid at the time of investment, for a total of $1,000 in selling commissions and dealer manager fees.

Class I Shares


•	No upfront selling commission and lower dealer manager fee than Class A and Class T2 shares.


•	No distribution and servicing fee.

•

Class I shares are available for purchase in this offering only (1) through fee-based programs of participating broker-dealers, also known as wrap accounts, that provide access to Class I shares, (2) through registered investment advisers not affiliated with a participating broker-dealer, (3) by endowments, foundations, pension funds and other institutional investors or (4) other categories of investors that we name in an amendment or supplement to this prospectus.

•

Assuming (i) a constant offering price of $9.273 per Class I share; (ii) that shares are sold with a 1.0% dealer manager fee (iii) that none of the shares purchased are repurchased or otherwise disposed of, we expect that with respect to a one-time $10,000 investment in Class I shares, $100 in dealer manager fees will be paid by an investor at the time of investment. Please see footnote (1) on page 7 of this prospectus supplement for more information on the dealer manager fees payable in connection with Class I shares.

Class T2 Shares

•

Lower upfront selling commission and dealer manager fees than Class A shares. The selling commissions and, in some cases, the dealer manager fee, will not be charged or may be reduced with regard to shares sold to or for the account of certain categories of purchasers. Class T2 shares are available through brokerage and transaction-based accounts. See “Plan of Distribution” for additional information.

•

Class T2 shares purchased in this Offering pay a distribution and servicing fee which will accrue daily in the amount of 1/365^th of 1.0% of the most recent estimated NAV per Class T share (until such time that we determine an estimated NAV per Class T2 share) on a continuous basis from year to year. Such fee may increase the cost of your investment. The fee will be deducted from amounts otherwise available for distribution to a Class T2 stockholder.

•

Assuming (i) a constant offering price of $9.714 per Class T2 share; (ii) that shares are sold through distribution channels associated with the highest possible selling commissions and dealer manager fees; and (iii) that none of the shares purchased are repurchased or otherwise disposed of, we expect that with respect to a one-time $10,000 investment in Class T2 shares, $300 in selling commissions will be paid at the time of the investment and $250 in dealer manager fees will be paid at the time of investment. In addition, the maximum ongoing distribution and servicing fee that may be paid in connection with a $10,000 investment in Class T2 shares will be equal to approximately $300.

Class T Shares (No Longer Available for Purchase beginning on March 15, 2018)

Notwithstanding that we will discontinue offering Class T shares in this Offering on March 14, 2018, the distribution and servicing fees payable in connection with Class T shares will continue to accrue and be paid out of amounts that are otherwise available for distribution to Class T stockholders in an amount equal to 1/365th of up to 1.0% of the most recent estimated NAV per Class T share on a continuous basis from year to year. The dealer manager will reallow all of the distribution and servicing fees with respect to Class T shares sold in this Offering and the Initial Offering to participating broker-dealers; provided, however, effective June 1, 2017, and through the date we ceased offering Class T shares in this Offering, a participating broker-dealer could give written notice to the dealer manager that it waived all or a portion of the reallowance of the distribution and servicing fee, which waiver was irrevocable and does not retroactively apply to Class T shares that were previously sold through such participating broker-dealer. With respect to Class T shares sold in this Offering, we will cease paying the distribution and servicing fee to the dealer manager on the earliest to occur of: (i) a listing of the Class T shares on a national securities exchange, (ii) following the completion of this Offering, total underwriting compensation in this Offering equaling 10.0% of the gross proceeds from this Offering less the total amount of distribution and servicing fees waived by participating broker-dealers in this Offering, (iii) such Class T shares no longer being outstanding, (iv) December 31, 2021, which is the fourth anniversary of the last day of the fiscal quarter in which our primary offering of our initial public offering terminated and (v) the date on which the holder of such Class T share or its agent notifies us or our agent that he or she is represented by a new participating broker-dealer; provided that we will continue paying the Class T distribution and servicing fee, which shall be re-allowed to the new participating broker-dealer, if the new participating broker-dealer enters into a participating broker-dealer agreement with our dealer manager or otherwise agrees to provide the services set forth in the dealer manager agreement. We cannot predict when this will occur.

As of March 15, 2018, we had received $_____________ in gross proceeds from the sale of Class T shares not issued pursuant to the DRIP. Therefore, the aggregate amount of distribution and servicing fees we may pay is approximately $_______, assuming no distribution and servicing fees are waived.

The distribution and servicing fee paid in respect of Class T shares is allocated to the Class T shares as a class cost, and, therefore, these fees will impact the amount of distributions payable on all Class T shares, including those issued under our DRIP Registration Statement. We deduct the distribution and servicing fee from amounts that would otherwise be available for distribution to Class T stockholders on a class basis. We will continue to deduct the full amount of the distribution and servicing fee that we would have paid to the dealer manager (which the dealer manager would have reallowed to a participating broker-dealer) from amounts otherwise available for distribution to all Class T stockholders if we cease paying the distribution and servicing fee to the dealer manager because (i) a participating broker-dealer waives its right to receive reallowance of all of the distribution and servicing fees payable with respect to a Class T share or (ii) a Class T stockholder is represented by a new participating broker-dealer that does not enter into a participating broker-dealer agreement with our dealer manager or does not otherwise agree to provide the services set forth in the dealer manager agreement.

The fees and expenses listed above (excluding the distribution and servicing fee for Class T2 shares, which are accounted for on an individual stockholder basis) will be allocated on a class-specific basis. The payments of class-specific expenses are expected to result in different amounts of distributions being paid with respect to each class of shares. Distributions on Class T shares and Class T2 shares may be lower than distributions on Class A shares and Class I shares while the distribution and servicing fee is payable with respect to all Class T shares or an individual stockholder’s Class T2 share, as applicable. In addition, as a result of the allocation of the distribution and servicing fee to the Class T shares and Class T2 shares, the Class T

shares and Class T2 shares could have a lower NAV per share than Class A shares and Class I shares if distributions on the Class T shares and Class T2 shares are not adjusted to take account of such fee. See “Description of Securities” and “Plan of Distribution” for a discussion of the differences between our classes of shares.

In the event of any voluntary or involuntary liquidation, dissolution or winding up of us, or any liquidating distribution of our assets, then such assets, or the proceeds therefrom, will be distributed between the holders of Class A shares, Class I shares, Class T shares and Class T2 shares ratably in proportion to their respective NAV for each class until the NAV for each class has been paid. The estimated value per share will be calculated on a company-wide basis, with any adjustments to Class A shares, Class I shares, Class T shares or Class T2 shares made subsequent to such company-wide calculation. Each holder of shares of a particular class of common stock will be entitled to receive, ratably with each other holder of shares of such class, that portion of such aggregate assets available for distribution as the number of outstanding shares of such class held by such holder bears to the total number of outstanding shares of such class then outstanding. See “Description of Securities” for more details regarding our classes of shares.

Before making your investment decision, please consult with your financial advisor regarding your account type and the classes of common stock you may be eligible to purchase.

Estimated Use of Proceeds

The “Estimated Use of Proceeds” section beginning on page 57 of the prospectus is hereby superseded and replaced with the following:

The following table sets forth our best estimate of how we intend to use the gross and net proceeds from this Offering assuming that we sell specified numbers of shares pursuant to this Offering. The number of shares to be offered and the other terms of any offering under this prospectus, may vary from these assumptions.

We will cease offering shares of Class T common stock on March 14, 2018. Beginning on March 15, 2018, or earlier, shares of common stock in this Offering will be publicly offered on a best efforts basis at $10.200 per Class A share, $9.273 per Class I share, and $9.714 per Class T2 share. The offering prices are based on the Estimated Per Share NAV of each of our Class A common stock, Class I common stock and Class T common stock as determined by our board of directors on September 28, 2017, and any applicable per share upfront selling commissions and dealer manager fees. In the event we update our estimated per share NAV during the period of this Offering, we expect to adjust the offering prices per share accordingly.

The table below assumes that 20% of gross offering proceeds come from sales of Class A shares, 30% of gross offering proceeds come from the sale of Class I shares, 5% of gross offering proceeds come from the sale of Class T shares, and 45% of gross offering proceeds come from the sale of Class T2 shares, based on an offering price of $10.200 per Class A share, $9.273 per Class I share, $9.766 per Class T share and $9.714 per Class T2 share sold in this Offering. We have assumed what percentage of shares of each class will be sold based on discussions with the Dealer Manager and participating broker-dealers, but there can be no assurance as to how many shares of each class will be sold. The table also assumes that the full dealer manager fee and selling commissions are paid on all shares offered in this Offering to the public on a best efforts basis. The selling commissions and, in some cases, all or a portion of the dealer manager fees, may be reduced or eliminated in connection with certain categories of sales. The reduction in these fees will be accompanied by a corresponding reduction in the per share purchase price but will not affect the amounts available to us for investments. After paying the selling commissions and dealer manager fees, we will use the net proceeds of this Offering to acquire investments and to pay the fees set forth in the table below. Because amounts in the following table are estimates, they may not accurately reflect the actual receipt or use of the offering proceeds. Further, the fees, compensation, income, expense reimbursements, interests and other payments described above payable to our advisor, our dealer manager and their respective affiliates may increase or decrease during or after this Offering.

If we encounter delays in the selection, acquisition or development of income-producing properties, we may pay some or all of our distributions from other sources, such as cash advances by our advisor, cash resulting from a waiver or deferral of fees, borrowings and/or proceeds from this Offering. We have not placed a cap on the amount of our distributions that may be paid from cash resulting from a waiver or deferral of fees, and/or proceeds from this Offering.

The following table sets forth information about how we intend to use the proceeds raised in this Offering, assuming that we sell $1,000,000,000 in shares, the maximum offering amount, in this Offering. We reserve the right to reallocate the shares we are offering between the different share classes. The number of shares of each class sold and the relative proportions in which the classes of shares are sold are uncertain and may differ significantly from what is shown in the tables below. Therefore, the figures set forth below cannot be precisely calculated at this time and will depend on a number of factors, including, but not limited to, any potential reallocation of shares among the different classes of shares. As a result, we cannot accurately predict the net proceeds we will realize from this Offering.

The following table is presented solely for informational purposes (amounts in thousands):



	Maximum Sale of $200,000,000 in Class A Shares in the Offering				Maximum Sale of $300,000,000 in Class I Shares in the Offering					Maximum Sale of $50,000,000 in Class T Shares in the Offering				Maximum Sale of $450,000,000 in Class T2 Shares in the Offering				Maximum Sale of $1,000,000,000 in Class A Shares, Class I Shares, Class T shares and Class T2 Shares in the Offering
	Amount		% of Proceeds		Amount			% of Proceeds		Amount		% of Proceeds		Amount		% of Proceeds		Amount			% of Proceeds
Gross Offering Proceeds	$	200,000	100.00	%	$	300,000		100.00	%	$	50,000	100.00	%	$	450,000	100.00	%	$	1,000,000		100.00	%
Less Offering Expenses:
Selling Commissions⁽¹⁾⁽²⁾	14,000		7.00	%	—			—	%	1,500		3.00	%	13,500		3.00	%	29,000			2.90	%
Dealer Manager Fee⁽¹⁾⁽²⁾	6,000		3.00	%	6,000			2.00	%	1,500		3.00	%	11,250		2.50	%	24,750			2.48	%
Advisor Funding of Dealer Manager Fee⁽³⁾	—		—	%	(3,000		)	(1.00	)%	—		—	%	—		—	%	(3,000		)	(0.30	)%
Organization and Offering Expense Reimbursement⁽⁴⁾	3,000		1.50	%	4,500			1.50	%	750		1.50	%	6,750		1.50	%	15,000			1.50	%
Net Proceeds Available for Investment⁽⁵⁾⁽⁶⁾	$	177,000	88.50	%	$	292,500		97.50	%	$	46,250	92.50	%	$	418,500	93.00	%	$	934,250		93.42	%
Acquisition:
Acquisition Fees⁽⁷⁾	$	3,540	1.77	%	$	5,850		1.95	%	$	925	1.85	%	$	8,370	1.86	%	$	18,685		1.87	%
Acquisition Expenses⁽⁸⁾	1,328		0.66	%	2,194			0.73	%	347		0.69	%	3,139		0.70	%	7,008			0.70	%
Working Capital Reserve⁽⁹⁾	159		0.08	%	263			0.09	%	42		0.08	%	377		0.08	%	841			0.08	%
Total Proceeds to be Invested in Properties⁽¹⁰⁾	$	171,973	85.99	%	$	284,193		94.73	%	$	44,936	89.88	%	$	406,614	90.36	%	$	907,716		90.77	%


(1)	This table excludes the distribution and servicing fees for Class T shares and Class T2 shares, which will be paid over time. On March 14, 2018, we will discontinue offering shares of Class T common stock in this Offering. Commencing March 15, 2018, or earlier, we will offer shares of Class T2 common stock in this Offering.

(2)

The dealer manager, in its sole discretion, may reallow all or a portion of the selling commissions attributable to the shares sold by other broker-dealers participating in this Offering to them and may also reallow a portion of its dealer manager fee for reimbursement of marketing expenses. The maximum amount of reimbursement will be based on such factors as the number of shares sold by participating broker-dealers and the assistance of such participating broker-dealers in marketing the Offering. The maximum compensation payable to members of FINRA participating in this Offering will not exceed 10.0% of the aggregate gross offering proceeds from the sale of shares sold in the Offering.

(3)

(4)

Amount reflected is an estimate. Organization and offering expenses paid by us in connection with the organization and formation of our company and this Offering include legal, accounting and printing expenses, expenses associated with stockholder relations, escrow agent and transfer agent fees, fulfillment costs, blue sky, SEC and FINRA filing fees, expenses associated with advertising and sales literature prepared by us and detailed and itemized due diligence reimbursements. A portion of our organizational and offering expenses are anticipated to be used for accountable or non-accountable expense reimbursement of cumulative organization and offering expenses which will be deemed additional underwriting compensation pursuant to FINRA Rule 2310. We will not pay or reimburse any of the foregoing costs to the extent such payment would cause total underwriting compensation to exceed 10.0% of the gross proceeds from this Offering as of the termination of the Offering, as required by the rules of FINRA. We will reimburse the advisor and its affiliates for these costs and for future organization and offering expenses they may incur on our behalf, but only to the extent that the reimbursement would not cause the selling commissions, the dealer manager fee and the other organization and offering expenses borne by us to exceed 15.0% of gross offering proceeds as of the date of reimbursement.

(5)

Until required in connection with our targeted investments, substantially all of the net proceeds of the Offering and, thereafter, our working capital reserves, may be invested in short-term, highly liquid investments, including government obligations, bank certificates of deposit, short-term debt obligations and interest-bearing accounts or other authorized investments as determined by our board of directors. The amount of investments that we are able to make will depend on several factors, including the amount of capital raised in this Offering, the extent to which proceeds from our distribution reinvestment plan are used to repurchase shares under our share repurchase program and whether we use offering proceeds to make distributions. We are not able to estimate the amount of investments we may make assuming the sale of any particular number of shares. However, in general we expect that the concentration risk of our

portfolio of investments will be inversely related to the number of shares sold in this Offering. Before we substantially invest the net proceeds of this Offering, our distributions may exceed our funds from operations and may be paid from offering proceeds, borrowings and other sources, which would reduce the amount of offering proceeds available for investment, or require us to repay such borrowings, both of which could reduce your overall return.

(6)

We may incur capital expenses and acquisition expenses relating to our investments. At the time we make an investment, we will establish estimates of the capital needs of such investments through the anticipated hold period of the investments. We do not anticipate that we will establish a permanent reserve for expenses relating to our investment through the anticipated hold period of the investment. However, to the extent that we have insufficient funds for such purposes, we may establish reserves from gross offering proceeds, out of cash flow generated by our investments or out of the net cash proceeds received by us from any sale or payoff of our investments.

(7)

Acquisition fees are defined generally as fees and commissions paid by any party to any person in connection with identifying, reviewing, evaluating, investing in and purchasing of properties. Acquisition fees exclude acquisition expenses and any construction fee paid to a person who is not our affiliate in connection with construction of a project after our acquisition of a property. We will pay to our advisor acquisition fees of 2.0% of the contract purchase price of each property or asset we acquire (including our pro rata share of debt attributable to such property) and 2.0% of the amount advanced with respect to a mortgage loan or other real estate-related investment (including our pro rata share of debt attributable to such investment). If we raise the maximum amount of $1,000,000,000 in this Offering and our investments are 50% leveraged, the total acquisition and advisory fees payable will be approximately $37,370,000.

(8)

Acquisition expenses include, without limitation, legal fees and expenses, travel and communications expenses, costs of appraisals, commissions to non-affiliated third parties, accounting fees and expenses, title insurance premiums and expenses and other miscellaneous expenses relating to the selection, evaluation and acquisition of real estate properties, including closing costs and non-refundable option payments, whether or not the property is acquired. For purposes of this table, we have assumed expenses of 0.75% of the purchase price of each property (including our pro rata share of debt attributable to such property) or other real estate-related investments; however, expenses on a particular acquisition or investment may be higher. Acquisitions fees and expenses for any particular property will not exceed 6.0% of the contract purchase price of each property (including our pro rata share of debt attributable to such property) or 6.0% of the amount advanced for a loan or other investment (including our pro rata share of debt attributable to such investment) unless a majority of our directors, including a majority of our independent directors, not otherwise interested in the transaction, approve fees and expenses in excess of these limits if they determine the transaction to be commercially competitive, fair and reasonable to us.


(9)	Working capital reserves are typically utilized for extraordinary expenses that are not covered by revenue generation of the property, such as tenant improvements, leasing commissions and major capital expenditures. Alternatively, a lender party may require its own formula for escrow of working capital reserves.


(10)	Includes amounts anticipated to be invested in properties net of fees and expenses. Subject to certain limitations, this amount may be used to fund distributions.

Management Compensation Table

The following rows and footnotes supersede and replace the corresponding rows and footnotes in the table contained in the “Prospectus Summary — Compensation to Our Advisor and Its Affiliates” section beginning on page 18 of the prospectus and the table contained in the “Management Compensation” table section beginning on page 84 of the prospectus:



Type of Compensation/Affiliate	Determination of Amount	Estimated Amount for Maximum Offering⁽¹⁾
Offering Stage
Selling Commission – SC Distributors, LLC	We pay the dealer manager selling commissions of up to 7.0% of gross offering proceeds from the sale of Class A shares, up to 3.0% of the gross offering proceeds from the sale of Class T2 shares and up to 3.0% of the gross offering proceeds from the sale of Class T shares, which we will discontinue offering on March 14, 2018. We will not pay selling commissions with respect to Class I shares. All selling commissions are expected to be re-allowed to participating broker-dealers.	The actual amount will depend on the number and class of shares sold, the net asset value per share and the type of accounts that purchase shares. Aggregate selling commissions will equal $70,000,000 if we sell the maximum offering, assuming that all shares sold are Class A shares and the maximum selling commission is paid for each share.

Dealer Manager Fee – SC Distributors, LLC	We pay the dealer manager a dealer manager fee of up to 3.0% of gross offering proceeds from the sale of Class A shares, up to 3.0% of gross offering proceeds from the sale of Class T shares, which we will discontinue offering on March 14, 2018, and up to 2.5% of gross offering proceeds from the sale of Class T2 shares. The dealer manager may receive up to 2.0% of the gross offering proceeds from the sale of Class I shares as a dealer manager fee, of which 1.0% will be funded by our advisor without reimbursement from us. The 1.0% of the dealer manager fee paid from offering proceeds will be waived in the event an investor purchases Class I shares through a registered investment adviser that is not affiliated with a broker dealer. In such event, the per share purchase price of the Class I shares would be $9.18. The dealer manager may re-allow all or a portion of the dealer manager fees to participating broker-dealers.	Actual amounts depend upon the number and class of shares purchased and, therefore, cannot be determined at this time. The maximum aggregate dealer manager fee we may pay is $30,000,000 if we sell the maximum offering, assuming the maximum dealer manager fee of 3.0% is paid for each Class A share.



Type of Compensation/Affiliate	Determination of Amount	Estimated Amount for Maximum Offering⁽¹⁾

Distribution and Servicing Fee – Class T shares – SC Distributors, LLC	With respect to Class T shares that were sold in the Offering prior to March 15, 2018, we pay the dealer manager a distribution and servicing fee that accrues daily in an amount equal to 1/365^th of up to 1.0% of the most recent estimated NAV per Class T share on a continuous basis from year to year. The dealer manager will reallow all of the distribution and servicing fee to participating broker-dealers unless, on or after June 1, 2017 a participating broker-dealer waived its right to receive reallowance of all of the distribution and servicing fee. We will cease paying the distribution and servicing fee to the dealer manager on the earliest to occur of the following: (i) a listing of the Class T shares on a national securities exchange; (ii) following the completion of this Offering, the date on which total underwriting compensation in this Offering equals (a) 10% of the gross proceeds from our primary offering less (b) the total amount of distribution and servicing fees waived by participating broker-dealers; (iii) the date on which there are no longer any Class T shares outstanding; (iv) December 31, 2021, which is the fourth anniversary of the last day of the fiscal quarter in which our primary offering of our initial public offering terminated; and (v) the date on which the holder of such Class T share or its agent notifies us or our agent that he or she is represented by a new participating broker-dealer; provided that we will continue paying the Class T distribution and servicing fee, which shall be re-allowed to the new participating broker-dealer, if the new participating broker-dealer enters into a participating broker-dealer agreement with our dealer manager or otherwise agrees to provide the services set forth in the dealer manager agreement. We cannot predict when this will occur. The distribution and servicing fee in connection with Class T shares is payable monthly in arrears. We will not pay a distribution and servicing fee with respect to Class A shares or Class I shares.	We currently estimate that we will pay the distribution and servicing fees with respect to Class T primary shares that were sold through March 14, 2018 until December 31, 2021, but in no event will our underwriting expenses exceed 10% of our gross offering proceeds. The aggregate amount of distribution and servicing fees we may pay in connection with Class T shares is approximately $_____. We cannot predict the length of time over which we will pay distribution and servicing fees due to a number of factors that are not within our control.

Distribution and Servicing Fee – Class T2 shares – SC Distributors, LLC	With respect to Class T2 shares sold in the Offering, we will pay the dealer manager a distribution and servicing fee that accrues daily in an amount equal to 1/365th of 1.0% of the most recent estimated NAV per Class T share (until such time that we determine an estimated NAV per Class T2 share) on a continuous basis. We will cease paying the distribution and servicing fee with respect to a Class T2 share at the earliest to occur of the following: (i) a listing of the Class T2 shares on a national securities exchange; (ii) following the completion of the Offering, total underwriting compensation in the Offering equaling 10% of the gross proceeds from this Offering; (iii) there are no longer any Class T2 shares outstanding; (iv) the end of the month in which our transfer agent, on our behalf, determines that total underwriting compensation, including selling commissions, dealer manager fees, the Class T2 distribution and servicing fee and other elements of underwriting compensation with respect to such Class T2 share, would be in excess of 8.5% of the total gross investment amount at the time of purchase of such Class T2 share; (v) the end of the month in which our transfer agent, on our behalf, determines that the Class T2 distribution and servicing fee with respect to such Class T2 share would be in excess of 3.0% of the total gross investment amount at the time of purchase of such Class T2 share; (vi) the date on which such Class T2 share is repurchased by us; and (vii) the date on which the holder of such Class T2 share or its agent notifies us or our agent that he or she is represented by a new participating broker-dealer; provided that we will continue paying the Class T2 distribution and servicing fee, which shall be re-allowed to the new participating broker-dealer, if the new participating broker-dealer enters into a participating broker-dealer agreement with our dealer manager or otherwise agrees to provide the services set forth in the dealer manager agreement. At the time we cease paying the distribution and servicing fee with respect to a Class T2 share pursuant to the provisions above, such Class T2 share will convert into a number of Class I shares (including any fractional shares) with an equivalent NAV as such share. We cannot predict when this will occur. The distribution and servicing fee in connection with Class T2 shares is payable monthly in arrears. We will not pay a distribution and servicing fee with respect to Class A shares or Class I shares.	Actual amounts of distribution and servicing fees with respect to Class T2 shares depend on the number of Class T2 shares and cannot be determined at this time. Assuming the $1,000,000,000 in gross proceeds come solely from the sale of Class T2 shares, the aggregate amount of distribution and servicing fees we may pay is approximately $30,000,000.


(1)	The estimated maximum dollar amounts are based on the sale to the public of $1,000,000,000 in Class A shares, Class I shares and Class T2 shares in this Offering.

Distribution Reinvestment Plan

The following information supersedes and replaces the discussion contained in the “Prospectus Summary — Distribution Reinvestment Plan” section beginning on page 21 of the prospectus:

You may participate in our distribution reinvestment plan and elect to have the cash distributions attributable to the class of shares owned automatically reinvested in additional shares of the same class. On October 13, 2017, we registered 10,893,246 shares of common stock in our distribution reinvestment plan, or DRIP, for a price per share of $9.18 per Class A share, $9.18 per Class I share and $9.18 per Class T share for a proposed maximum offering price of $100,000,000 in shares of common stock under the DRIP pursuant to a registration statement on Form S-3. On December 6, 2017, we filed a post-effective amendment to our DRIP Registration Statement to register shares of Class T2 common stock for a price per share of $9.18.

Our board of directors may amend, suspend or terminate the distribution reinvestment plan in our discretion at any time upon 10 days’ notice to you. We may provide notice by including such information (a) in a Current Report on Form 8-K or in our annual or quarterly reports, all publicly filed with the SEC or (b) in a separate mailing to the participants. Following any termination of the distribution reinvestment plan, all subsequent distributions to stockholders would be made in cash.

The following section supersedes and replaces the section of the prospectus entitled “Third Amended and Restated Distribution and Reinvestment Plan” beginning on page 170 of the prospectus:

FOURTH AMENDED AND RESTATED DISTRIBUTION AND REINVESTMENT PLAN

Our distribution reinvestment plan allows you to elect to have your cash distributions attributable to the class of shares owned automatically reinvested in additional shares of the same class. A copy of our distribution reinvestment plan is included as Appendix E to this prospectus. You may elect to participate in the distribution reinvestment plan by completing the subscription agreement, the enrollment form or by other written notice to the plan administrator. Participation in the plan will begin with the next distribution made after acceptance of your written notice.

Distributions on Class A shares will be reinvested in Class A shares, distributions on Class I shares will be reinvested in Class I shares, distributions on Class T shares will be reinvested in Class T shares and distributions on Class T2 shares will be reinvested in Class T2 shares. Shares acquired under the distribution reinvestment plan will entitle the participant to the same rights and be treated in the same manner as shares of that class purchased in this Offering. On October 13, 2017, we registered 10,893,246 shares of common stock in our DRIP for a price per share of $9.18 per Class A share, $9.18 per Class I share and $9.18 per Class T share for a proposed maximum offering price of $100,000,000 in shares of common stock under the DRIP pursuant to a registration statement on Form S-3. On December 6, 2017, we filed a post-effective amendment to our DRIP Registration Statement to register shares of Class T2 common stock for a purchase price of $9.18 per share.

We reserve the right to amend any aspect of our distribution reinvestment plan without the consent of our stockholders, provided that notice of any material amendment is sent to participants at least 10 days prior to the effective date of that amendment. Our board of directors may amend, suspend or terminate the distribution reinvestment plan for any reason at any time upon 10 days’ prior notice to participants. We may provide notice by including such information (a) in a Current Report on Form 8-K or in our annual or quarterly reports, all publicly filed with the SEC or (b) in a separate mailing to the participants. Participation in the plan may also be terminated with respect to any person to the extent that a reinvestment of distributions in shares of our common stock would cause the share ownership limitations contained in our charter to be violated. Following any termination of the distribution reinvestment plan, all subsequent distributions to stockholders would be made in cash.

If a stockholder elects to participate in the distribution reinvestment plan, the stockholder will be treated as receiving, in lieu of the reinvested cash distribution, a distribution of additional shares of the same class of common stock on which the distribution is made. If the stockholder is subject to federal income taxation, the stockholder will be treated for federal income tax purposes as if he or she has received a dividend, to the extent of our current and accumulated earnings and profits, in an amount equal to the fair value on the relevant distribution date of the shares of the class of common stock purchased with the reinvested distributions, and will be taxed on the amount of such distribution as ordinary income to the extent such distribution is from current or accumulated earnings and profits, unless we have designated all or a portion of the distribution as a capital gain dividend in which event the appropriate portion of the distribution will be treated as long-term capital gain to the extent the distribution does not exceed our current and accumulated earnings and profits. See “Federal Income Tax Considerations — Taxation of Taxable U.S. Stockholders” and “Federal Income Tax Considerations — Special Tax Considerations for Non-U.S. Stockholders.” However, the tax consequences of participating in our distribution reinvestment plan will vary depending upon each participant’s particular circumstances and you are urged to consult your own tax advisor regarding the specific tax consequences to you of participation in the distribution reinvestment plan.

All material information regarding the distributions to stockholders and the effect of reinvesting the distributions, including tax information with respect to income earned on shares under the plan for the calendar year, will be provided to the

stockholders at least annually. Each stockholder participating in the distribution reinvestment plan will have an opportunity to withdraw from the plan at any time after receiving this information.

Description of Securities

The following information supersedes and replaces the second, third and fourth paragraphs of the “Description of Securities” section on page 151 of the prospectus:

Our charter authorizes us to issue up to 600,000,000 shares of stock, of which 500,000,000 shares are classified as common stock at $0.01 par value per share, and 100,000,000 shares are classified as preferred stock with a par value of $0.01 per share. Of the total shares of common stock authorized, 175,000,000 are classified as Class A shares, 75,000,000 are classified as Class I shares, 175,000,000 are classified as Class T shares and 75,000,000 are classified as Class T2 shares.

We ceased offering shares of common stock pursuant to our Initial Offering on November 24, 2017. As of November 24, 2017, we had raised $820,683,000, $57,821,000 and $345,299,000 in proceeds from the sale of Class A shares, Class I shares and Class T shares, respectively, (including shares issued pursuant to the DRIP) in the Initial Offering. As of November 24, 2017, 82,850,000 and 80,962,000 shares of our Class A common stock (including common stock issued pursuant to the DRIP) were issued and outstanding, respectively, 6,332,000 shares of our Class I common stock (including common stock issued pursuant to the DRIP) were issued and outstanding and 35,912,000 and 35,842,000 shares of our Class T common stock (including common stock issued pursuant to the DRIP) were issued and outstanding, respectively, held by 26,461 stockholders, and no preferred stock was issued and outstanding in the Initial Offering.

Since the commencement of our Initial Offering through February 15, 2018, we raised $835,857,000, $70,319,000 and$355,186,000 in gross proceeds from the sale of Class A shares, Class I shares and Class T shares, respectively. As of February 15, 2018, approximately 84,411,000 and 81,820,000 shares of our Class A common stock were issued and outstanding, respectively, 7,693,000 and 7,687,000 shares of our Class I common stock were issued and outstanding, respectively, and 36,955,000 and 36,835,000 shares of our Class T common stock were issued and outstanding, respectively, held by 26,873 stockholders, and no preferred stock was issued and outstanding.

Our sponsor, Carter Validus REIT Management Company II, LLC, invested $200,000 to purchase 20,000 of our shares of Class A common stock$10.00 per share. Our sponsor may not sell any of these 20,000 shares of our Class A common stock during the period that it remains our sponsor, but may transfer the shares to its affiliates. We will discontinue offering shares of Class T common stock in this Offering on the close of business of March 14, 2018. We will continue to offer shares of Class T common stock pursuant to our DRIP Registration Statement. We will commence offering shares of Class T2 common stock in this Offering on March 15, 2018, or earlier. Our board of directors, with the approval of a majority of our entire board of directors and without any action taken by our stockholders, may amend our charter from time to time to increase or decrease the aggregate number of our authorized shares or the number of shares of any class or series that we have authority to issue. Other than the differing fees with respect to each class and the payment of a distribution and servicing fee out of cash otherwise distributable to Class T stockholders and Class T2 stockholders, Class A shares, Class I shares, Class T shares and Class T2 shares have identical rights and privileges, such as identical voting rights. The net proceeds from the sale of the different share classes will be commingled for investment purposes and all earnings from all of the investments will proportionally accrue to each share regardless of the class.

Each Class A share, Class I share, Class T share and Class T2 share is entitled to participate in distributions on its respective class of shares when and as authorized by our board of directors and declared by us and in the distribution of our assets upon liquidation. The estimated value per share will be calculated on a company-wide basis, with any adjustments to Class A shares, Class I shares, Class T shares or Class T2 shares made subsequent to such company-wide calculation. The per share amount of distributions on Class A shares, Class I shares, Class T shares and Class T2 shares will likely differ because of different allocations of class-specific expenses. In addition, as a result of the allocation of the distribution and servicing fee to the Class T shares and Class T2 shares, the Class T shares and Class T2 shares could have a lower NAV per share if distributions on the Class T shares and Class T2 shares are not adjusted to take account of such fee. See “- Distribution Policy and Distributions”. Each share of common stock will be fully paid and nonassessable by us upon issuance and payment therefor. Shares of common stock are not subject to mandatory redemption. The shares of common stock have no preemptive rights (which are intended to insure that a stockholder has the right to maintain the same ownership interest on a percentage basis before and after the issuance of additional securities) or cumulative voting rights (which are intended to increase the ability of smaller groups of stockholders to elect directors).

The following information supersedes and replaces the section entitled “Description of Securities — Common Stock” section on page 152 of the prospectus:

Common Stock

Class A Shares

Each Class A share issued in this Offering will be subject to selling commissions of up to 7.0% per share and a dealer manager fee of up to 3.0% per share. Class A shares are available for purchase by the general public through brokerage and transaction-based accounts.

Class I Shares

Each Class I share issued in this Offering will not be subject to an upfront selling commission or distribution and servicing fee. The dealer manager may receive up to 2.0% of the gross offering proceeds from the sale of Class I shares as a dealer manager fee, of which 1.0% will be funded by our advisor without reimbursement from us. The 1.0% of the dealer manager fee paid from offering proceeds will be waived in the event an investor purchases Class I shares through a registered investment adviser that is not affiliated with a broker dealer. In such event, the per share purchase price of the Class I shares would be $9.18. Class I shares are only available to investors purchasing through certain registered investment advisors and other accounts as outlined in the "Plan of Distribution" section of our prospectus.

Class T Shares

Each Class T share issued in this Offering was subject to selling commissions of up to 3.0% per share and a dealer manager fee of up to 3.0% per share. With respect to our Class T shares that were sold in this Offering, we pay the dealer manager a distribution and servicing fee that accrues daily in an amount equal to 1/365^th of up to1.0% of the most recent estimated NAV per Class T share on a continuous basis from year to year. The dealer manager will reallow all of the distribution and servicing fee to participating broker-dealers unless, on or after June 1, 2017, a participating broker-dealer waived its right to receive reallowance of all of the distribution and servicing fee.

We will cease paying the distribution and servicing fee to the dealer manager on the earliest to occur of the following: (i) a listing of the Class T shares on a national securities exchange; (ii) following the completion of this Offering, the date on which total underwriting compensation in this Offering equals (a) 10% of the gross proceeds from this Offering less (b) the total amount of distribution and servicing fees waived by participating broker-dealers; (iii) the date on which there are no longer any Class T shares outstanding; (iv) December 31, 2021, which is the fourth anniversary of the last day of the fiscal quarter in which our primary offering of our initial public offering terminated and (v) the date on which the holder of such Class T share or its agent notifies us or our agent that he or she is represented by a new participating broker-dealer; provided that we will continue paying the Class T distribution and servicing fee, which shall be re-allowed to the new participating broker-dealer, if the new participating broker-dealer enters into a participating broker-dealer agreement with our dealer manager or otherwise agrees to provide the services set forth in the dealer manager agreement. We cannot predict when this will occur.

We will continue to offer Class T shares pursuant to our DRIP Registration Statement even though we will discontinue offering Class T shares pursuant to this Offering on March 14, 2018.

Class T2 Shares

We will pay our dealer manager a dealer manager fee of up to 2.5% of the gross offering proceeds of Class T2 shares sold in this Offering. Our dealer manager may re-allow all or a portion of the dealer manager fee to participating broker-dealers. We will pay the dealer manager selling commissions of up to 3.0% of gross offering proceeds of Class T2 Shares sold in this Offering. All selling commissions are expected to be re-allowed to participating broker-dealers. We will also pay a distribution and servicing fee in connection with Class T2 shares sold in this Offering equal to 1/365^th of 1.0% of the most recent estimated NAV per Class T share (until such time that we determine an estimated NAV per Class T2 share) on a continuous basis from year to year, payable out of amounts that would be distributed to holders of Class T2 shares. We will cease paying the distribution and servicing fee with respect to a Class T2 share sold in this Offering at the earliest to occur of the following: (i) a listing of the Class T2 shares on a national securities exchange; (ii) following the completion of the Offering, total underwriting compensation in the Offering equaling 10% of the gross proceeds from this Offering; (iii) there are no longer any Class T2 shares outstanding; (iv) the end of the month in which our transfer agent, on our behalf, determines that total underwriting compensation, including selling commissions, dealer manager fees, the Class T2 distribution and servicing fee and other elements of underwriting compensation with respect to such Class T2 share, would be in excess of 8.5% of the total gross investment amount at the time of purchase of such Class T2 share; (v) the end of the month in which our transfer agent, on our behalf, determines that the Class T2 distribution and servicing fee with respect to such Class T2 share would be in excess of 3.0% of the total gross investment amount at the time of purchase of such Class T2 share; (vi) the date on which such Class T2

share is repurchased by us; and (vii) the date on which the holder of such Class T2 share or its agent notifies us or our agent that he or she is represented by a new participating broker-dealer; provided that we will continue paying the Class T2 distribution and servicing fee, which shall be re-allowed to the new participating broker-dealer, if the new participating broker-dealer enters into a participating broker-dealer agreement with our dealer manager or otherwise agrees to provide the services set forth in the dealer manager agreement. At the time we cease paying the distribution and servicing fee with respect to a Class T2 share pursuant to the provisions above, such Class T2 share will convert into a number of Class I shares (including any fractional shares) with an equivalent NAV as such share.

Voting Rights

Class A shares, Class I shares, Class T shares and Class T2 shares vote together as a single class, and each share is entitled to one vote on each matter submitted to a vote at a meeting of our stockholders; provided that with respect to any matter that would only have a material adverse effect on the rights of a particular class of common stock, that relates solely to the particular class or in which the interests of the particular class differ from the interests of any other offering, only the holders of such affected class are entitled to vote. Generally, all matters to be voted on by stockholders at a meeting of stockholders duly called and at which a quorum is present must be approved by a majority of the votes cast by the holders of all shares of common stock present in person or represented by proxy, voting together as a single class, subject to any voting rights granted to holders of any preferred stock, although the affirmative vote of a majority of shares of common stock present in person or by proxy at a meeting at which a quorum is present is necessary to elect each director.

Rights Upon Liquidation

In the event of any voluntary or involuntary liquidation, dissolution or winding up of us, or any liquidating distribution of our assets, then such assets, or the proceeds therefrom, will be distributed between the holders of Class A shares, Class I shares, Class T shares and Class T2 shares ratably in proportion to their respective NAV for each class until the NAV for each class has been paid. Each holder of shares of a particular class of common stock will be entitled to receive, ratably with each other holder of shares of such class, that portion of such aggregate assets available for distribution as the number of outstanding shares of such class held by such holder bears to the total number of outstanding shares of such class then outstanding. See “Description of Securities” for more details regarding our classes of shares.

Share Repurchase Program

The following information supersedes and replaces the section entitled “Second Amended and Restated Share Repurchase Program” beginning on page 171 of the prospectus:

THIRD AMENDED AND RESTATED SHARE REPURCHASE PROGRAM

Prior to the time, if any, that our shares are listed on a national securities exchange, our share repurchase program, as described below, may provide eligible stockholders with limited, interim liquidity by enabling them to sell shares back to us, subject to restrictions and applicable law. A stockholder must have beneficially held its Class A shares, Class I shares, Class T shares, or Class T2 shares, as applicable, for at least one year prior to offering them for sale to us through our share repurchase program, unless the Class A shares, Class I shares, Class T shares or Class T2 shares, as applicable, are being repurchased in connection with a stockholder’s death, Qualifying Disability, or certain other exigent circumstances. The purchase price for shares repurchased under our share repurchase program will be 100.0% of the most recent estimated NAV of the Class A common stock, Class I common stock, Class T common stock or Class T2 common stock, as applicable (in each case, as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to our common stock); provided, however, that until our board of directors determines the estimated value of the Class T2 common stock, Class T2 shares shall be repurchased at $9.18 per share (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to Class T2 common stock, as applicable). Our board of directors reserves the right, in its sole discretion, at any time and from time to time, to waive the one-year holding period requirement in the event of the death or Qualifying Disability of a stockholder, other involuntary exigent circumstances such as bankruptcy, or a mandatory distribution requirement under a stockholder’s IRA. At any time the repurchase price is determined by any method other than the net asset value of the Class A shares, Class I shares, Class T shares or Class T2 shares, as applicable, if we have sold property and have made one or more special distributions to our stockholders of all or a portion of the net proceeds from such sales, the per share repurchase price will be reduced by the net sale proceeds per share distributed to investors prior to the repurchase date. Our board of directors will, in its sole discretion, determine which distributions, if any, constitute a special distribution. While our board of directors does not have specific criteria for determining special distributions, we expect that special distributions will only occur upon the sale of a property and the subsequent distribution of the net sale proceeds.

Repurchases of shares of our common stock, when requested, are at our sole discretion and generally will be made monthly. Each stockholder whose repurchase request is granted will receive the repurchase amount within ten days after the end of the month in which we grant its repurchase request. Subject to certain limitations described in this prospectus, we will

also repurchase shares upon the request of the estate, heir or beneficiary of a deceased stockholder. We will limit the number of shares repurchased pursuant to our share repurchase program as follows: during any calendar year, we will not repurchase in excess of 5.0% of the number of shares of common stock outstanding on December 31st of the previous calendar year. As a result, some or all of a stockholders’ shares may not be repurchased.

Our sponsor, advisor, directors and their respective affiliates are prohibited from receiving a fee in connection with the share repurchase program. Affiliates of our advisors are eligible to have their shares repurchased on the same terms as other stockholders.

Funding for the share repurchase program will come exclusively from proceeds we receive from the sale of shares under our distribution reinvestment plan during the prior calendar year and other operating funds, if any, as our board of directors, in its sole discretion, may reserve for this purpose. We cannot guarantee that the funds set aside for the share repurchase program will be sufficient to accommodate all requests made each month. However, a stockholder may withdraw its request at any time or ask that we honor the request when funds are available.

If funds available for our share repurchase program are not sufficient to accommodate all requests, shares will be repurchased as follows: (i) first, pro rata as to repurchases upon the death or Qualifying Disability of a stockholder; (ii) next, pro rata as to repurchases to stockholders who demonstrate, in the discretion of our board of directors, another involuntary exigent circumstance, such as bankruptcy; (iii) next, pro rata as to repurchases to stockholders subject to a mandatory distribution requirement under such stockholder’s IRA; and (iv) finally, pro rata as to all other repurchase requests.

A stockholder or his or her estate, heir or beneficiary may present to us fewer than all of the shares then-owned for repurchase. Repurchase requests made (i) on behalf of a deceased stockholder or a stockholder with a Qualifying Disability; (ii) by a stockholder due to another involuntary exigent circumstance, such as bankruptcy, or (iii) by a stockholder, due to a mandatory distribution under such stockholder’s IRA, shall be made within 360 days of such event.

A stockholder who wishes to have shares repurchased must mail or deliver to us a written request on a form provided by us and executed by the stockholder, its trustee or authorized agent, which we must receive at least five business days prior to the end of the month in which the stockholder is requesting a repurchase of his or her shares. An estate, heir or beneficiary that wishes to have shares repurchased following the death of a stockholder must mail or deliver to us a written request on a form provided by us, including evidence acceptable to our board of directors of the death of the stockholder, and executed by the executor or executrix of the estate, the heir or beneficiary, or their trustee or authorized agent.

Unrepurchased shares may be passed to an estate, heir or beneficiary following the death of a stockholder. If the shares are to be repurchased under any conditions outlined herein, we will forward the documents necessary to effect the repurchase, including any signature guaranty we may require. Our share repurchase program provides stockholders only a limited ability to repurchase shares for cash until a secondary market develops for our shares, at which time the program would terminate. No such market presently exists, and we cannot assure you that any market for your shares will ever develop.

In order for a disability to entitle a stockholder to the special repurchase terms described above, (a Qualifying Disability), (1) the stockholder would have to receive a determination of disability based upon a physical or mental condition or impairment arising after the date the stockholder acquired the shares to be repurchased, and (2) such determination of disability would have to be made by the governmental agency responsible for reviewing the disability retirement benefits that the stockholder could be eligible to receive (the applicable governmental agency). The applicable governmental agencies would be limited to the following: (i) if the stockholder paid Social Security taxes and, therefore, could be eligible to receive Social Security disability benefits, then the applicable governmental agency would be the Social Security Administration or the agency charged with responsibility for administering Social Security disability benefits at that time if other than the Social Security Administration; (ii) if the stockholder did not pay Social Security benefits and, therefore, could not be eligible to receive Social Security disability benefits, but the stockholder could be eligible to receive disability benefits under the Civil Service Retirement System (“CSRS”), then the applicable governmental agency would be the U.S. Office of Personnel Management or the agency charged with responsibility for administering CSRS benefits at that time if other than the Office of Personnel Management; or (iii) if the stockholder did not pay Social Security taxes and, therefore, could not be eligible to receive Social Security benefits but suffered a disability that resulted in the stockholder’s discharge from military service under conditions that were other than dishonorable and, therefore, could be eligible to receive military disability benefits, then the applicable governmental agency would be the Department of Veterans Affairs or the agency charged with the responsibility for administering military disability benefits at that time if other than the Department of Veterans Affairs. Disability determinations by governmental agencies for purposes other than those listed above, including but not limited to worker’s compensation insurance, administration or enforcement of the Rehabilitation Act or Americans with Disabilities Act, or waiver of insurance premiums would not entitle a stockholder to the special repurchase terms described above. Repurchase requests following an award by the applicable governmental agency of disability benefits would have to be accompanied by: (1) the investor’s initial application for disability benefits and (2) a Social Security Administration Notice of Award, a U.S. Office of Personnel Management determination of disability under CSRS, a Veteran’s Administration record of disability-related discharge or such

other documentation issued by the applicable governmental agency that we would deem acceptable and would demonstrate an award of the disability benefits. We understand that the following disabilities do not entitle a worker to Social Security disability benefits:


•	disabilities occurring after the legal retirement age; and


•	disabilities that do not render a worker incapable of performing substantial gainful activity. Therefore, such disabilities would not qualify for the special repurchase terms, except in the limited circumstances when the investor would be awarded disability benefits by the other applicable governmental agencies described above.

Shares we purchase under our share repurchase program will have the status of authorized but unissued shares. Shares we acquire through the share repurchase program will not be reissued unless they are first registered with the SEC under the Securities Act and under appropriate state securities laws or otherwise issued in compliance with such laws.

Our board of directors, in its sole discretion, may amend, suspend, reduce, terminate or otherwise change our share repurchase program upon 30 days’ prior notice to our stockholders for any reason it deems appropriate. Because we only repurchase shares on a monthly basis, depending upon when during the month our board of directors makes this determination, it is possible that you would not have any additional opportunities to have your shares repurchased under the prior terms of the program, or at all, upon receipt of the notice. Because share repurchases will be funded with the net proceeds we receive from the sale of shares under our distribution reinvestment plan, the discontinuance or termination of our distribution reinvestment plan will adversely affect our ability to repurchase shares under the share repurchase program. We will notify our stockholders of such developments (1) in a Current Report on Form 8- K, in an annual or quarterly report, or (2) by means of a separate mailing to you. During this Offering, we would also include this information in a prospectus supplement or post-effective amendment to the registration statement, as then required under federal securities laws.

During the nine months ended September 30, 2017, we received valid repurchase requests related to 966,610 Class A shares and Class T shares of common stock (915,269 Class A shares and 51,341 Class T shares), all of which were repurchased in full for an aggregate purchase price of approximately $8,767,000 (an average of $9.07 per share). No shares of Class I common stock were requested to be, or were, repurchased during the nine months ended September 30, 2017.

During the year ended December 31, 2016, we received valid repurchase requests related to 333,194 Class A shares of common stock, all of which were repurchased in full for an aggregate purchase price of approximately $3,114,000 (an average of $9.35 per share). During the year ended December 31, 2015, we received valid repurchase requests related to 31,543 Class A shares of common stock, all of which were repurchased in full for an aggregate purchase price of approximately $311,000 (an average of $9.86 per share).

Summary of Our Operating Partnership Agreement

The following information supersedes and replaces the second paragraph of the section entitled “Summary of Our Operating Partnership Agreement” on page 173 of the prospectus:

Conducting our operations through the operating partnership allows the owners of properties to contribute their respective property interests to the operating partnership in exchange for Class A limited partnership common units, Class I limited partnership common units, Class T limited partnership common units and Class T2 limited partnership common units rather than for cash or our common stock. This may enable those owners to defer some or all of the potential taxable gain on the transfer. There are differences between the ownership of common stock and partnership units, some of which may be material, because they affect the business organization form, distribution rights, voting rights, transferability of equity interests received and U.S. federal income taxation. The operating partnership and each limited partner will file separate tax returns.

The following information supersedes and replaces the first paragraph of the section entitled “Summary of Our Operating Partnership Agreement - Description of Partnership Units” on page 173 of the prospectus:

Partnership interests in the operating partnership, other than the special limited partner interest, are divided into “units.” Initially, the operating partnership will have various classes of units: general partnership units, limited partnership common units, subdivided further into classes corresponding to our three classes of common stock: Class A limited partnership common units, Class I limited partnership common units, Class T limited partnership common units and Class T2 limited partnership common units. General partnership units represent an interest as a general partner in the operating partnership and we, as general partner, will hold all such units. In return for the initial capital contribution of $200,000 we made, the operating partnership issued to us 20,000 general partnership units.

Plan of Distribution

The following information supersedes and replaces the section entitled “Plan of Distribution — The Offering” beginning on page 179 of the prospectus:

The Offering

This is a continuous offering of common stock as permitted by the federal securities laws. We are offering up to $1,000,000,000 in shares of Class A common stock, Class I common stock and Class T common stock to the public through SC Distributors, LLC, our dealer manager, a registered broker-dealer affiliated with our advisor, at an offering price of $10.200 per Class A share, $9.273 per Class I share and $9.766 per Class T share, except as provided below. The offering prices are based on our Estimated Per Share NAV of $9.18 as determined by our board of directors on September 28, 2017 of each of our Class A common stock, Class I common stock and Class T common stock, calculated as of June 30, 2017, and any applicable per share upfront selling commissions and dealer manager fees. We reserve the right to reallocate the shares of common stock we are offering between the share classes.

We will discontinue offering shares of Class T common stock in this Offering on the close of business of March 14, 2018. Beginning on March 15, 2018, or earlier, we will offer up to $1,000,000,000 in shares of common stock in this Offering, in any combination of Class A shares, Class I shares and Class T2 shares, on a best efforts basis at $10.200 per Class A share, $9.273 per Class I share, and $9.714 per Class T2 share. The offering prices are based on our per share estimated NAV of $9.18 of each of our Class A common stock, Class I common stock and Class T common stock, and any applicable per share upfront selling commissions and dealer manager fees. We reserve the right to reallocate the shares of common stock we are offering between the classes. The shares are being offered on a "best efforts" basis, which generally means that the dealer manager is required to use only its best efforts to sell the shares and it has no firm commitment or obligation to purchase any of the shares. We intend to offer the shares in this Offering for a period of 9-12 months following the effective date of this Registration Statement, unless our board of directors terminates the Offering at an earlier date or all shares being offered have been sold, in which case this Offering will be terminated. This offering must be registered, or exempt from registration, in every state in which we offer or sell shares. Generally, such registrations are for one year. Therefore, we may have to stop selling shares in any state in which our registration is not renewed or otherwise extended annually. We reserve the right to terminate this Offering at any time prior to the stated termination date or if all shares being offered have been sold.

Class A shares and Class T2 shares are available for purchase through brokerage and transaction-based accounts. Class I shares are available for purchase in this offering only (1) through fee-based programs of participating broker-dealers, also known as wrap accounts, that provide access to Class I shares, (2) through registered investment advisers not affiliated with a participating broker-dealer, (3) by endowments, foundations, pension funds and other institutional investors or (4) other categories of investors that we name in an amendment or supplement to this prospectus. In addition, only Class A shares (when Class A shares are purchased through a broker-dealer that sells Class A and Class T2 shares) and Class T2 shares (when Class T2 shares are purchased through a broker-dealer that only sells Class T2 shares) are available for purchase in this Offering by our executive officers and board of directors and their immediate family members, as well as officers and employees of the advisor and other affiliates of the advisor and their immediate family members and, if approved by our management, joint venture partners, consultants and other service providers. When deciding which class of shares to buy, you should consider, among other things, whether you are eligible to purchase one or more classes of shares, the amount of your investment, the length of time you intend to hold the shares (assuming you are able to dispose of them), the selling commission and fees attributable to each class of shares and whether you qualify for any selling commission discounts described below. Before making an investment decision, please consult with your investment adviser regarding your account type and the classes of common stock you may be eligible to purchase.

Our dealer manager will be entitled to different amounts of selling commissions and dealer manager fees for each share class. Further, we pay an ongoing distribution and servicing fee to our dealer manager with respect to Class T shares that were sold in this Offering and the primary offering of our initial public offering (which terminated on November 24, 2017) and will pay an ongoing distribution and servicing fee to our dealer manager with respect to Class T2 shares that are sold in this Offering. The payments of class-specific expenses are expected to result in different amounts of distributions being paid with respect to each class of shares. Distributions on Class T shares and Class T2 shares may be lower than distributions on Class A shares and Class I shares while the distribution and servicing fee is payable with respect to all Class T shares or an individual stockholder’s Class T2 share. In addition, as a result of the allocation of the distribution and servicing fee to the Class T shares and Class T2 shares, the Class T shares and Class T2 shares could have a lower NAV per share than Class A shares and Class I shares if distributions on the Class T shares and Class T2 shares are not adjusted to take account of such fee. Investments are made by completing and properly executing a subscription agreement (in the form attached to this prospectus as Appendix B, Appendix C or Appendix F). The initial minimum permitted purchase is $2,000 in any combination of Class A shares, Class I shares and Class T2 shares. Additional purchases must be for a minimum of $500, except for purchases made pursuant to our distribution reinvestment plan. Your investment funds must be submitted with the subscription agreement.

If we provide an updated Estimated Per Share NAV prior to the conclusion of this Offering, our board of directors may determine to modify the public offering price, including the price at which shares are offered through our DRIP, to reflect such updated estimated per share NAV.

In order to subscribe for shares, you should make your check payable to “Carter Validus Mission Critical REIT II, Inc.” Subscriptions will be effective only upon our acceptance, and we reserve the right to reject any subscription in whole or in part. Pending acceptance of your subscription, proceeds will be deposited into an account for your benefit. Subscriptions will be accepted or rejected within 10 business days of receipt of each completed subscription agreement by us and, if rejected, all funds shall be returned to subscribers without deduction for any expenses within ten business days from the date the subscription is rejected. In no event will the investors be admitted as members of our company any later than the last day of the calendar month following the date their subscription was accepted by us. We are not permitted to accept a subscription for the shares until at least five business days after the date you receive the final prospectus. If we accept your subscription, our transfer agent will mail you a confirmation of acceptance.

The following information supersedes and replaces the section entitled “Plan of Distribution — Underwriting Compensation” beginning on page 180 of the prospectus:

Underwriting Compensation

We have entered into a dealer manager agreement with our dealer manager and have the following compensation arrangements in connection with this Offering. We do not pay referral or similar fees to any accountant, attorneys or other persons in connection with the distribution of shares. Underwriting compensation includes selling commissions, dealer manager fees, distribution and servicing fees in connection with Class T shares and Class T2 shares, marketing support fees, wholesaling compensation and expense reimbursements, expenses relating to sales seminars and sales incentives, legal and due diligence expenses.

Summary

The following table shows the selling commissions and dealer manager fees payable at the time you subscribe for shares in this Offering, which may be reduced or waived in certain circumstances as described below (see “— Special Discounts.”):



	Maximum Upfront Selling Commissions as a % of Gross Proceeds from Such Class	Maximum Upfront Dealer Manager Fees as a % of Gross Proceeds From Such Class
Class A shares	7.0%	3.0%
Class I shares	—	1.0% ⁽¹⁾
Class T2 shares	3.0%	2.5%

(1)

The dealer manager may receive up to 2.0% of the gross offering proceeds from the sale of Class I shares as a dealer manager fee, of which 1.0% will be funded by our advisor without reimbursement from us. The 1.0% of the dealer manager fee paid from offering proceeds will be waived in the event an investor purchases Class I shares through a registered investment advisor that is not affiliated with a broker-dealer. In such event, the per share purchase price of the Class I shares would be $9.18. The dealer manager may reallow a portion of such dealer manager fee to participating broker-dealers.

The following table shows the distribution and servicing fee we will pay our dealer manager on an ongoing basis with respect to Class T shares and with respect to Class T2 shares:



	Class A	Class I	Class T	Class T2
Distribution and Servicing Fee	—	—	1.0% ⁽¹⁾	1.0% ⁽²⁾

(1)

The distribution and servicing fee will accrue daily in an amount equal to 1/365^th of up to1.0% of the most recent estimated NAV per Class T share on a continuous basis from year to year, payable out of amounts that otherwise would be distributed to holders of Class T shares. The dealer manager will reallow all of the distribution and servicing fee to participating broker-dealers unless, on or after June 1, 2017, a participating broker-dealer waived its right to receive reallowance of all of the distribution and servicing fee. We will cease paying the distribution and servicing fee to the dealer manager on the earliest to occur of the following: (i) a listing of the Class T shares on a national securities exchange; (ii) following the completion of this Offering, the date on which total underwriting compensation in this Offering equals (a) 10% of the gross proceeds from our primary offering less (b) the total amount of distribution and

servicing fees waived by participating broker-dealers; (iii) the date on which there are no longer any Class T shares outstanding; (iv) December 31, 2021, which is the fourth anniversary of the last day of the fiscal quarter in which our primary offering of our initial public offering terminated; and (v) the date on which the holder of such Class T share or its agent notifies us or our agent that he or she is represented by a new participating broker-dealer; provided that we will continue paying the Class T distribution and servicing fee, which shall be re-allowed to the new participating broker-dealer, if the new participating broker-dealer enters into a participating broker-dealer agreement with our dealer manager or otherwise agrees to provide the services set forth in the dealer manager agreement. We cannot predict when this will occur.

(2)

The distribution and servicing fee will accrue daily in an amount equal to 1/365^th of 1.0% of the most recent NAV per Class T share (until such time that we determine an estimated NAV per Class T2 share) on a continuous basis from year to year, payable out of amounts that otherwise would be distributed to holders of Class T2 shares. We will cease paying the distribution and servicing fee with respect to a Class T2 share sold in this Offering at the earliest to occur of the following: (i) a listing of the Class T2 shares on a national securities exchange; (ii) following the completion of the Offering, total underwriting compensation in the Offering equaling 10% of the gross proceeds from this Offering; (iii) there are no longer any Class T2 shares outstanding; (iv) the end of the month in which our transfer agent, on our behalf, determines that total underwriting compensation, including selling commissions, dealer manager fees, the Class T2 distribution and servicing fee and other elements of underwriting compensation with respect to such Class T2 share, would be in excess of 8.5% of the total gross investment amount at the time of purchase of such Class T2 share; (v) the end of the month in which our transfer agent, on our behalf, determines that the Class T2 distribution and servicing fee with respect to such Class T2 share would be in excess of 3.0% of the total gross investment amount at the time of purchase of such Class T2 share; (vi) the date on which such Class T2 share is repurchased by us; and (vii) the date on which the holder of such Class T2 share or its agent notifies us or our agent that he or she is represented by a new participating broker-dealer; provided that we will continue paying the Class T2 distribution and servicing fee, which shall be re-allowed to the new participating broker-dealer, if the new participating broker-dealer enters into a participating broker-dealer agreement with our dealer manager or otherwise agrees to provide the services set forth in the dealer manager agreement. At the time we cease paying the distribution and servicing fee with respect to a Class T2 share pursuant to the provisions above, such Class T2 share will convert into a number of Class I shares (including any fractional shares) with an equivalent NAV as such share.

Selling Commissions — Class A Shares

We pay our dealer manager selling commissions on Class A shares sold in this Offering of up to 7.0% of the gross proceeds from the sale of such Class A shares. All of the selling commissions are expected to be re-allowed to participating broker-dealers. Selling commissions on Class A shares may be reduced or waived in certain circumstances. See “— Special Discounts” and “— Volume Discounts.”

Selling Commissions — Class I Shares

We will not pay our dealer manager any selling commissions with respect to Class I shares.

Selling Commissions — Class T2 Shares

We pay our dealer manager selling commissions on Class T2 shares sold in this Offering of up to 3.0% of the gross proceeds from the sale of such Class T2 shares. All of the selling commissions are expected to be re-allowed to participating broker-dealers. Selling commissions on Class T2 shares may be reduced or waived in certain circumstances. See “— Special Discounts” and “— Volume Discounts.”

Dealer Manager Fee — Class A Shares and Class T2 Shares

We pay our dealer manager a dealer manager fee for coordinating our marketing and distribution efforts on Class A shares and Class T2 shares sold in this Offering. The dealer manager fee for Class A shares sold in this Offering g will be up to 3.0% of the gross proceeds from the sale of such Class A shares and the dealer manager fee for Class T2 shares sold in this Offering will be up to 2.5% of the gross offering proceeds from the sale of Class T2 shares. The dealer manager may re-allow a portion or all of the dealer manager fee received to participating broker-dealers. Dealer manager fees on Class A shares and Class T2 shares may be reduced or waived in certain circumstances. See “— Special Discounts” and “— Volume Discounts.”

Dealer Manager Fee — Class I Shares

The dealer manager may receive up to 2.0% of the gross offering proceeds from the sale of Class I shares as a dealer manager fee, of which 1.0% will be funded by our advisor without reimbursement from us. The 1.0% of the dealer manager fee paid from offering proceeds will be waived in the event an investor purchases Class I shares through a registered investment advisor that is not affiliated with a broker-dealer. The dealer manager may re-allow a portion or all of the dealer manager fee to participating broker-dealers.

Distribution and Servicing Fee — Class T Shares

We will continue to pay our dealer manager a distribution and servicing fee with respect to Class T shares as additional compensation for ongoing stockholder services. The distribution and servicing fee will be paid with respect to ongoing services provided to our stockholders, which will accrue daily in an amount equal to 1/365^th of up to1.0% of the most recent estimated NAV per Class T share on a continuous basis from year to year, payable out of amounts that otherwise would be distributed to holders of Class T shares. The dealer manager will reallow all of the distribution and servicing fee to participating broker-dealers unless, on or after June 1, 2017, a participating broker-dealer waived its right to receive reallowance of all of the distribution and servicing fee.

We will cease paying the distribution and servicing fee to the dealer manager on the earliest to occur of the following: (i) a listing of the Class T shares on a national securities exchange; (ii) following the completion of this Offering, the date on which total underwriting compensation in this Offering equals (a) 10% of the gross proceeds from our primary offering less (b) the total amount of distribution and servicing fees waived by participating broker-dealers; (iii) the date on which there are no longer any Class T shares outstanding; (iv) December 31, 2021, which is the fourth anniversary of the last day of the fiscal quarter in which our primary offering of our initial public offering terminated and (v) the date on which the holder of such Class T share or its agent notifies us or our agent that he or she is represented by a new participating broker-dealer; provided that we will continue paying the Class T distribution and servicing fee, which shall be re-allowed to the new participating broker-dealer, if the new participating broker-dealer enters into a participating broker-dealer agreement with our dealer manager or otherwise agrees to provide the services set forth in the dealer manager agreement. We cannot predict when this will occur.

Distribution and Servicing Fee — Class T2 Shares

We will pay our dealer manager a distribution and servicing fee with respect to Class T2 shares sold in this Offering that will accrue daily in an amount equal to 1/365^th of 1.0% of the most recent NAV per Class T share (until such time that we determine an estimated NAV per Class T2 share) on a continuous basis from year to year. We will cease paying the distribution and servicing fee with respect to a Class T2 share sold in this Offering at the earliest to occur of the following: (i) a listing of the Class T2 shares on a national securities exchange; (ii) following the completion of the Offering, total underwriting compensation in the Offering equaling 10% of the gross proceeds from this Offering; (iii) there are no longer any Class T2 shares outstanding; (iv) the end of the month in which our transfer agent, on our behalf, determines that total underwriting compensation, including selling commissions, dealer manager fees, the Class T2 distribution and servicing fee and other elements of underwriting compensation with respect to such Class T2 share, would be in excess of 8.5% of the total gross investment amount at the time of purchase of such Class T2 share; (v) the end of the month in which our transfer agent, on our behalf, determines that the Class T2 distribution and servicing fee with respect to such Class T2 share would be in excess of 3.0% of the total gross investment amount at the time of purchase of such Class T2 share; (vi) the date on which such Class T2 share is repurchased by us; and (vii) the date on which the holder of such Class T2 share or its agent notifies us or our agent that he or she is represented by a new participating broker-dealer; provided that we will continue paying the Class T2 distribution and servicing fee, which shall be re-allowed to the new participating broker-dealer, if the new participating broker-dealer enters into a participating broker-dealer agreement with our dealer manager or otherwise agrees to provide the services set forth in the dealer manager agreement. At the time we cease paying the distribution and servicing fee with respect to a Class T2 share pursuant to the provisions above, such Class T2 share will convert into a number of Class I shares (including any fractional shares) with an equivalent NAV as such share. We cannot predict when this will occur.

Other Compensation

In addition, we and, to a lesser extent, our affiliates may reimburse our dealer manager and its associated persons and affiliates for other expenses incurred, including expenses related to bona fide training and education meetings, sales seminars, wholesaling activities and legal expenses. We may also reimburse for accountable and non-accountable expenses such as for marketing support and due diligence. Amounts paid by us to our dealer manager may be paid by our dealer manager to any participating broker-dealers. We may also reimburse the participating broker-dealers for certain expenses incurred in connection with this Offering. Expenses that we may pay to participating broker-dealers, or those expenses our dealer manager re-allows to participating broker-dealers, are subject to reimbursement for reasonable out-of-pocket expenses incurred and supported by a detailed and itemized invoice or similar statement from the participating broker-dealer that demonstrates the actual expenses incurred and include reimbursements for costs and expenses related to investor and broker-dealer sales and training meetings, broker-dealer training and education meetings for such meetings conducted by us, our dealer manager or participating broker dealers and including costs of technology associated with the offering and other costs and expenses related to such technology costs.

We, or our affiliates, may provide permissible forms of non-cash compensation to registered representatives of our dealer manager and the participating broker-dealers. The value of any non-cash compensation items that are gifts may not exceed an aggregate of $100 per sales person, per year in accordance with FINRA regulations. In the event other incentives are provided

to registered representatives of the dealer manager or the participating broker-dealers, those incentives will be paid only in cash, and such payments will be made only to the dealer manager, not to participating broker-dealers or to their registered representatives. This Offering is being made in compliance with Conduct Rule 2310 of FINRA. Under the rules of FINRA, the maximum compensation payable to members of FINRA participating in this Offering may not exceed 10% of our gross offering proceeds as of the termination of the Offering. FINRA rules also limit our total organization and offering expenses (including selling commissions, bona fide due diligence expenses and underwriting compensation) to 15% of our gross offering proceeds.

To the extent permitted under applicable law and our operating agreement, we have agreed to indemnify the dealer manager, participating broker-dealers, and selected registered investment advisors against certain liabilities arising under the Securities Act and liabilities arising from breaches of our representations and warranties contained in the dealer manager agreement.

The dealer manager and/or participating broker-dealers are required to deliver a copy of the prospectus to each potential investor. We may make this prospectus, our subscription agreement, certain offering documents, administrative and transfer forms, as well as certain marketing materials, available electronically to the dealer manager and participating broker-dealers as an alternative to paper copies when possible. If the dealer manager or a participating broker-dealer chooses to offer electronic delivery of these documents to an investor, it will comply with all applicable requirements of the SEC and FINRA and any laws or regulations related to the electronic delivery of documents.

If an investor purchases shares in this Offering net of commissions through a registered investment advisor with whom the investor has agreed to pay compensation for investment advisory services or other financial or investment advice and if in connection with such purchase the investor must also pay a broker-dealer for custodial or other services relating to holding the shares in the investor’s account, we will reduce the aggregate purchase price of the investor’s shares by the amount of the annual custodial or other fees paid to the broker-dealer in an amount up to $250. Each investor will receive only one reduction in purchase price for such fees and this reduction in the purchase price of our shares is only available for the investor’s initial investment in our common stock. The investor may request the “Request for Broker Dealer Custodial Fee Reimbursement Form” from his or her advisor and must include this form with his or her subscription agreement to have the purchase price of the investor’s initial investment in shares reduced by the amount of his or her annual custodial fee.

The following information supersedes and replaces the section entitled “Plan of Distribution — Share Distribution Channels” beginning on page 182 of the prospectus:

Share Distribution Channels

We expect our dealer manager to use multiple distribution channels to sell our Class A shares and Class T2 shares. These channels may have different selling commissions or dealer manager fees, and, in the case of Class T2 shares, distribution and servicing fees, which may determine whether that broker-dealer makes available to you Class A shares or Class T2 shares, and the purchase price of such shares. Class A shares and Class T2 shares are available through brokerage and transaction-based accounts. See “— Special Discounts.”

Our dealer manager is expected to engage participating broker-dealers in connection with the sale of the shares of this Offering in accordance with participating broker-dealer agreements. Except as otherwise described, selling commissions, dealer manager fees and, in the case of Class T2 shares, distribution and servicing fees, will be paid by us to our dealer manager in connection with such sales.

We may sell Class A shares and Class T2 shares to certain institutional investors in negotiated transactions in which we will determine the per share price through negotiations with these institutional investors.

We are offering Class I shares through the following distribution channels: (1) through fee-based programs of participating broker-dealers, also known as wrap accounts, that provide access to Class I shares, (2) through registered investment advisers not affiliated with a participating broker-dealer, (3) by endowments, foundations, pension funds and other institutional investors or (4) other categories of investors that we name in an amendment or supplement to this prospectus. In addition, we may sell Class I shares to certain closed-end investment companies registered under the Investment Company Act; closed-end funds advised by investment advisers that are affiliated with a selected dealer; private equity funds or other unregistered wealth management funds.

The following information supersedes and replaces the section entitled “Plan of Distribution - Special Discounts” beginning on page 183 of the prospectus:

Special Discounts

If an investor purchases our shares through one of the channels described below, we intend to sell the shares at a

negotiated discount, reflecting reduced or waived selling commissions or dealer manager fees in connection with such purchases. We expect to receive substantially the same net proceeds for sales of shares through these channels. Neither our dealer manager nor its affiliates are expected to compensate any person engaged as a financial advisor by a potential investor to induce such financial advisor to advise favorably for an investment in us.

Class A Shares and Class T2 Shares

Selling commissions will be waived or reduced and, except as indicated below, the dealer manager fee may be waived or reduced at the discretion of the dealer manager, in connection with the following categories of sales:


•	sales made by certain selected participating broker-dealers at the discretion of the dealer manager;


•	sales in managed accounts that are managed by participating broker-dealers or their affiliates; or


•	sales to employees of selected participating broker-dealers (except that the dealer manager fee will be paid in full).

In addition, the dealer manager may reduce or waive selling commissions and may reduce dealer manager fees with respect to sales of Class A shares and Class T2 shares to institutional clients through an omnibus account for each share class.

Class I Shares

The dealer manager may receive up to 2.0% of the gross offering proceeds from the sale of Class I shares as a dealer manager fee, of which 1.0% will be funded by our advisor without reimbursement from us. The 1.0% of the dealer manager fee paid from offering proceeds will be waived in the event an investor purchases Class I shares through a registered investment advisor that is not affiliated with a broker-dealer. In such event, the per share purchase price of the Class I shares would be $9.18. The dealer manager may reallow a portion of such dealer manager fee to participating broker-dealers.

Friends and Family

Our executive officers and managers and their immediate family members, as well as officers and persons associated with our advisor and its members and their affiliates and their immediate family members (including spouses, parents, grandparents, children and siblings) and other individuals designated by our management, and, if approved by our board of directors, joint venture partners, consultants and other service providers, may purchase Class A shares in this Offering at a discount. The purchase price for such Class A shares will be $9.486 per Class A share, reflecting the fact that selling commissions in the amount of $0.714 per Class A share will be waived and not payable in connection with such shares. There is no limit on the number of Class A shares that may be sold to such persons.

Effective March 15, 2018, the following information supersedes and replaces the section entitled “Plan of Distribution — Volume Discounts” beginning on page 184 of the prospectus:

Volume Discounts

In connection with sales of $500,000 and over in Class A shares or Class T2 shares to a qualifying purchaser (as defined below), a participating broker-dealer may offer such qualifying purchaser a volume discount by reducing or eliminating the selling commissions, where applicable, and/or reducing dealer manager fees. Such reduction would be credited to the qualifying purchaser by reducing the total purchase price payable by the qualifying purchaser for the shares purchased by the qualifying purchaser. The net proceeds to us from sales of shares eligible for a volume discount will be the same as from other sales of the shares. For subscriptions of Class T2 shares of $2,000,000 or more, our advisor has agreed to fund a portion of the discounted dealer manager fee. Accordingly, the effective purchase price for such purchasers will be reduced further. Volume discounts are not available for Class I shares.

The following table illustrates the various discount levels that will be offered to qualifying purchasers by participating broker-dealers for Class A shares purchased in this Offering:



Dollar Amount of Shares Purchased	Selling Commission Percentage	Dealer Manager Fee	Effective Purchase Price per Share to Investor⁽¹⁾
$499,999 or less	7.00%	3.00%	$10.200
$500,000 - $999,999	6.00%	3.00%	$10.088
$1,000,000 - $1,999,999	5.00%	3.00%	$9.978
$2,000,000 - $2,999,999	4.00%	3.00%	$9.871
$3,000,00 - $4,999,999	3.00%	2.60%	$9.725
$5,000,000 - $9,999,999	2.00%	2.60%	$9.623
$10,000,000 and above	1.00%	2.40%	$9.503


(1)	Assumes a $10.200 per Class A share offering price. Discounts will be adjusted appropriately for changes in the offering price.

The following table illustrates the various discount levels that will be offered to qualifying purchasers by participating broker-dealers for Class T2 shares purchased in this Offering:



Dollar Amount of Shares Purchased	Selling Commission Percentage	Dealer Manager Fee		Effective Purchase Price per Share to Investor⁽¹⁾
$499,999 or less	3.00%	2.50%		$9.714
$500,000 - $1,999,999	2.50%	2.50%		$9.663
$2,000,000 - $2,999,999	1.00%	1.25%	⁽²⁾	$9.391
$3,000,000 - $4,999,999	0.00%	1.00%	⁽²⁾	$9.273
$5,000,000 and above	0.00%	0.00%	⁽³⁾	$9.180

(1)

Assumes a $9.714 per Class T2 share offering price. Discounts will be adjusted appropriately for changes in the offering price. We will also pay our dealer manager a distribution and servicing fee that will accrue daily in an amount equal to 1/365^th of 1.0% of the most recent NAV per Class T share (until such time that we determine an estimated NAV per Class T2 share) on a continuous basis from year to year, payable out of amounts that would be distributed to holders of Class T2 shares.


(2)	In addition to the dealer manager fee payable by the Company to the dealer manager, our advisor will pay a 1.0% dealer manager fee to the dealer manager for purchases by an investor of $2,000,000 or more of Class T2 shares.


(3)	Our advisor will pay a 2.0% dealer manager fee to the dealer manager for purchases by an investor of $5,000,000 or more of Class T2 shares. The dealer manager may reallow a portion of such dealer manager fee to participating broker-dealers.

We will apply the reduced per share purchase price, selling commission, if applicable, and dealer manager fee, set forth in the tables above to the entire purchase of shares, not just the portion of the purchase which exceeds the $499,999 share purchase threshold, provided the purchase of all such shares is made at one time. For example, a purchase of $3,000,000 in Class A shares, which would result in the issuance of 308,483 Class A shares, in a single transaction would result in a purchase price of $9.725 per share, selling commissions of $90,000 and dealer manager fees of $78,000. A purchase of $3,000,000 in Class T2 shares, which would result in the issuance of 323,520 Class T2 shares, in a single transaction would result in a purchase price of $9.273 per share, no selling commissions and dealer manager fees of $30,000.

You may not combine amounts purchased for Class A shares with amounts purchased for Class T2 shares for purposes of obtaining a volume discount.

To qualify for a volume discount as a result of multiple purchases of shares, an investor must use the same participating broker-dealer for each purchase and must complete a subscription form for additional purchases, a form of which is included in Appendix C. Once an investor qualifies for a volume discount, the investor will be eligible to receive the benefit of such discount for subsequent purchases of shares in this Offering made through the same participating broker-dealer. If a subsequent

purchase entitles an investor to an increased reduction in selling commissions or dealer manager fees, the volume discount will apply only to the current and future investments.

The following persons qualify as a “qualifying purchaser,” and, to the extent purchased through the same participating broker-dealer, may combine their purchases as a “single qualifying purchaser” for the purpose of qualifying for a volume discount:


•	an individual, his or her spouse, their children under the age of 21 and all pension or trust funds established by each such individual;


•	a corporation, partnership, association, joint-stock company, trust fund or any organized group of persons, whether incorporated or not;


•	an employee’s trust, pension, profit-sharing or other employee benefit plan qualified under Section 401(a) of the Code; and


•	all commingled trust funds maintained by a given bank.

In the event a person wishes to have his or her subscription combined with others as a single qualifying purchaser, that person must request such treatment in writing at the time of that person’s subscription and identify the subscriptions to be combined. Any combination request will be subject to our verification that the subscriptions to be combined are made by a single qualifying purchaser. If the subscription agreements for the combined subscriptions of a single qualifying purchaser are submitted at the same time, then the selling commissions payable and the discounted share purchase price will be allocated pro rata among the combined subscriptions on the basis of the respective subscription amounts being combined. Otherwise, the volume discount provisions will apply only to the subscription that qualifies the single qualifying purchaser for the volume discount and the subsequent subscriptions of that single qualifying purchaser.

Only the shares purchased in this Offering are eligible for volume discounts. Shares purchased through our distribution reinvestment plan pursuant to our Registration Statement on Form S-3 will not be eligible for a volume discount or count toward aggregate purchase amounts for the purposes of determining for which purchase price discount level an investor is eligible.

California residents should be aware that volume discounts will not be available in connection with the sales of shares to California residents to the extent such discounts do not comply with the provisions of Rule 260.140.51, adopted pursuant to the California Corporate Securities Law of 1968. Pursuant to this rule, volume discounts can be made available to California residents only in accordance with the following conditions:


•	there can be no variance in the net proceeds to us from the sale of the shares to different purchasers of the same offering;


•	all purchasers of the shares must be informed of the availability of quantity discounts;


•	the same volume discounts must be allowed to all purchasers of shares which are part of the offering;


•	the minimum amount of shares as to which volume discounts are allowed cannot be less than $10,000;


•	the variance in the price of the shares must result solely from a different range of commissions, and all discounts must be based on a uniform scale of commissions; and


•	no discounts are allowed to any group of purchasers.

Accordingly, volume discounts for California residents will be available in accordance with the foregoing table of uniform discount levels based on dollar volume of shares purchased, but no discounts are allowed to any group of purchasers, and no subscriptions may be aggregated as part of a combined order for purposes of determining the number of shares purchased.

Incorporation of Certain Information By Reference

The section entitled “Incorporation of Certain Information By Reference” beginning on page 191 of the prospectus is superseded and replaced in its entirety as follows:

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

We have elected to “incorporate by reference” certain information into this prospectus. By incorporating by reference, we are disclosing important information to you by referring you to documents we have filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus, except for information incorporated by reference that is superseded by information contained in this prospectus. You may read and copy any document we have electronically

filed with the SEC at the SEC’s public reference room in Washington, D.C. at 100 F Street, N.E., Washington, D.C. 20549. Call the SEC at 1-800-SEC-0330 for further information about the operation of the public reference room. In addition, any document we have electronically filed with the SEC is available at no cost to the public over the Internet at the SEC’s website at www.sec.gov. You can also access documents that are incorporated by reference into this prospectus at our website, www.cvmissioncriticalreit2.com. The contents of our website are not incorporated by reference in, or otherwise a part of, this prospectus.

The following documents filed with the SEC are incorporated by reference in this prospectus, except for any document or portion thereof deemed to be “furnished” and not filed in accordance with SEC rules:


•	Annual Report on Form 10-K for the fiscal year ended December 31, 2016, filed with the SEC on March 16, 2017;


•	Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, filed with the SEC on March 12, 2017;


•	Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, filed with the SEC on August 10, 2017;


•	Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, filed with the SEC on November 9, 2017;


•	The information specifically incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 from our Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 26, 2017; and

•

Current Reports on Form 8-K and Form 8-K/A filed with the SEC on January 18, 2017, February 10, 2017, March 6, 2017, March 23, 2017, April 4, 2017, May 5, 2017, May 15, 2017, May 17, 2017, May 30, 2017, June 6, 2017, June 21, 2017, June 22, 2017, July 5, 2017, July 17, 2017, July 21, 2017, August 7, 2017, August 18, 2017, August 22, 2017, August 29, 2017, August 31, 2017, September 15, 2017, September 22, 2017, September 28, 2017, October 3, 2017, October 10, 2017, November 7, 2017, and December 22, 2017.

We will provide to each person to whom this prospectus is delivered a copy of any or all of the information that we have incorporated by reference into this prospectus, as supplemented, but not delivered with this prospectus. To receive a free copy of any of the reports or documents incorporated by reference in this prospectus, other than exhibits, unless they are specifically incorporated by reference in those documents, write or call us at 4890 West Kennedy Blvd., Suite 650, Tampa, Florida 33609, (888) 292-3178, Attn: Investor Services. The information relating to us contained in this prospectus does not purport to be comprehensive and should be read together with the information contained in the documents incorporated or deemed to be incorporated by reference in this prospectus.

Risk Factors

The following information supersedes and replaces in its entirety the fifth risk factor contained in the “Risk Factors — Risks Related to an Investment in Carter Validus Mission Critical REIT II, Inc." section on page 26 of the prospectus:

The Estimated Per Share NAV of each of our Class A common stock, Class I common stock and Class T common stock are estimates as of a given point in time and likely will not represent the amount of net proceeds that would result if we were liquidated or dissolved or completed a merger or other sale of the company.

The offering prices per Class A share, Class I share, Class T share and Class T2 share are based on our Estimated Per Share NAV of each of our Class A common stock, Class I common stock and Class T common stock as of June 30, 2017, as determined by our board of directors on September 28, 2017, which we refer to collectively as our Estimated Per Share NAV, and any applicable per share upfront selling commissions and dealer manager fees. The price at which stockholders purchase shares and any subsequent values are likely to differ from the price at which a stockholder could resell such shares because: (1) there is no public trading market for our shares at this time; (2) the price does not reflect, and will not reflect, the fair value of our assets as we acquire them, nor does it represent the amount of net proceeds that would result from an immediate liquidation of our assets or sale of the company, because the amount of proceeds available for investment from this offering is net of selling commissions, dealer manager fees, other organization and offering expense reimbursements and acquisition fees and expenses; (3) the Estimated Per Share NAV does not take into account how market fluctuations affect the value of our investments, including how the current conditions in the financial and real estate markets may affect the value of our investments; (4) the Estimated Per Share NAV does not take into account how developments related to individual assets may increase or decrease the value of our portfolio; and (5) the Estimated Per Share NAV does not take into account any portfolio premium or premiums to value that may be achieved in a liquidation of our assets or sale of our portfolio. Further, the value of our shares will fluctuate over time as a result of, among other things, developments related to individual assets and responses to the real estate and capital markets. The Estimated Per Share NAV does not reflect a discount for the fact that we are externally managed, nor does it reflect a real estate portfolio premium/discount versus the sum of the individual property values. The Estimated Per Share NAV also does not take into account estimated disposition costs and fees for real estate properties that are not held for sale. There are currently no SEC, federal and state rules that establish requirements specifying the methodology to employ in determining an Estimated Per Share NAV; provided, however, that pursuant to FINRA rules, the determination of the

Estimated Per Share NAV must be conducted by, or with the material assistance or confirmation of, a third-party valuation expert and must be derived from a methodology that conforms to standard industry practice. Subsequent estimates of our Estimated Per Share NAV will be done at least annually. Our Estimated Per Share NAV is an estimate as of a given point in time and likely does not represent the amount of net proceeds that would result from an immediate sale of our assets.

The following information supersedes and replaces in its entirety the sixth risk factor contained in the “Risk Factors — Risks Related to an Investment in Carter Validus Mission Critical REIT II, Inc." section on page 27 of the prospectus:

The purchase prices you pay for shares of our Class A common stock, Class I common stock, Class T common stock and Class T2 common stock are based on the Estimated Per Share NAV of each of our Class A common stock, Class I common stock and Class T common stock at a given point in time, and any applicable per share upfront selling commissions and dealer manager fees. Our Estimated Per Share NAV is based upon a number of estimates, assumptions, judgments and opinions that may not be, or may later prove not to be, accurate or complete, which could make the estimated valuations incorrect. As a result, our Estimated Per Share NAV may not reflect the amount that you might receive for your shares in a market transaction, and the purchase price you pay may be higher than the value of our assets per share of common stock at the time of your purchase.

The per share price for Class A shares, Class I shares, Class T shares and Class T2 shares in this Offering are based on our most recent Estimated Per Share NAV of each of our Class A common stock, Class I common stock and Class T common stock and applicable upfront commissions and fees. Currently, there are no SEC, federal or state rules that establish requirements specifying the methodology to employ in determining an Estimated Per Share NAV. The audit committee of our board of directors, pursuant to authority delegated by our board of directors, was responsible for the oversight of the valuation process, including the review and approval of the valuation process and methodology used to determine our Estimated Per Share NAV, the consistency of the valuation and appraisal methodologies with real estate industry standards and practices and the reasonableness of the assumptions used in the valuations and appraisals. Pursuant to the prior approval of the audit committee of our board of directors, which is solely comprised of our independent directors, in accordance with the valuation policies previously adopted by our board of directors, we engaged Robert A. Stanger & Co., Inc., or Stanger, an independent third-party valuation firm, to assist with determining the Estimated Per Share NAV. Our Estimated Per Share NAV was determined after consultation with our advisor and Stanger. Stanger prepared an appraisal report summarizing key information and assumptions and providing a value on 49 of our 62 properties in our portfolio as of June 30, 2017. In addition, Stanger relied upon the appraisal reports prepared by third parties other than Stanger on 11 properties acquired in the six months preceding June 30, 2017 and the book value of two properties, which were under development as of June 30, 2017. Stanger also prepared a net asset value report, which estimates the Estimated Per Share NAV of each of our Class A, Class I and Class T common stock as of June 30, 2017. The valuation was based upon the estimated value of our assets less the estimated value of our liabilities divided by the number of shares outstanding on an adjusted fully diluted basis, calculated as of June 30, 2017, and was performed in accordance with the valuation guidelines established by the Investment Program Association Practice Guideline 2013-01, Valuations of Publicly Registered Non-Listed REITs. The Estimated Per Share NAV was determined by our board of directors. Subsequent estimates of our Estimated Per Share NAV for each of our Class A common stock, Class I common stock, Class T common stock and Class T2 common stock will be prepared at least annually. Our Estimated Per Share NAV is an estimate as of a given point in time and likely does not represent the amount of net proceeds that would result from an immediate sale of our assets. The Estimated Per Share NAV is not intended to be related to any values at which individual assets may be carried on financial statements under applicable accounting standards. While the determination of our most recent Estimated Per Share NAV was conducted with the material assistance of a third-party valuation expert, with respect to asset valuations, we are not required to obtain asset-by-asset appraisals prepared by certified independent appraisers, nor must any appraisals conform to formats or standards promulgated by any trade organization. Other than the information included in our Current Report on Form 8-K filed on September 28, 2017 regarding the Estimated Per Share NAV, we do not intend to release individual property value estimates or any of the data supporting the Estimated Per Share NAV.

The following information supersedes and replaces in its entirety the second risk factor contained in the “Risk Factors — Risks Related to This Offering and Our Corporate Structure — Our charter permits our board of directors to issue stock with terms that may subordinate the rights of common stockholders or discourage a third party from acquiring us in a manner that might result in a premium price to our stockholders” on page 32 of the prospectus:

Our charter permits our board of directors to issue stock with terms that may subordinate the rights of common stockholders or discourage a third party from acquiring us in a manner that might result in a premium price to our stockholders.

Our charter permits our board of directors to issue up to 500,000,000 shares of common stock, of which 175,000,000 are designated as Class A shares, 75,000,000 are designated as Class I shares, 175,000,000 are designated as Class T shares and 75,000,000 are designated as Class T2 shares, and 100,000,000 shares of preferred stock. In addition, our board of directors, without any action by our stockholders, may amend our charter from time to time to increase or decrease the aggregate number of shares or the number of shares of any class or series of stock that we have authority to issue. Our board of directors may

classify or reclassify any unissued common stock or preferred stock into other classes or series of stock and establish the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and terms and conditions of repurchase of any such stock. Thus, if also approved by a majority of our independent directors not otherwise interested in the transaction, who will have access, at our expense, to our legal counsel or independent legal counsel, our board of directors could authorize the issuance of additional preferred stock with terms and conditions that could have a priority as to distributions and amounts payable upon liquidation over the rights of the holders of our common stock. Preferred stock could also have the effect of delaying, deferring or preventing a change in control of us, including an extraordinary transaction (such as a merger, tender offer or sale of all or substantially all our assets) that might provide a premium price for holders of our common stock. See the section entitled “Description of Securities — Preferred Stock” in this prospectus.

The following information supersedes and replaces the “Risk Factors — Risks Related to This Offering and Our Corporate Structure — Your interest in us will be diluted if we issue additional shares” beginning on page 35 of the prospectus:

Your interest in us will be diluted if we issue additional shares.

Existing stockholders and potential investors in this Offering do not have preemptive rights to any shares issued by us in the future. Our charter authorizes 600,000,000 shares of stock, of which 500,000,000 shares are classified as common stock and 100,000,000 are classified as preferred stock. Of the 500,000,000 shares of common stock, 175,000,000 shares are designated as Class A shares, 75,000,000 shares are designated as Class I shares, 175,000,000 shares are designated as Class T shares and 75,000,000 shares are designated as Class T2 shares. Other than the differing fees with respect to each class and the payment of a distribution and servicing fee in connection with Class T shares and Class T2 shares, Class A shares, Class I shares, Class T shares and Class T2 shares have identical rights and privileges, such as identical voting rights. The net proceeds from the sale of the classes of shares will be commingled for investment purposes and all earnings from all of the investments will proportionally accrue to each share regardless of the class. Subject to any limitations set forth under Maryland law, our board of directors may amend our charter from time to time to increase or decrease the aggregate number of authorized shares of stock or the number of shares of any class or series of stock that we have authority to issue, or reclassify any unissued shares into other classes or series of stock without the necessity of obtaining stockholder approval. All such shares may be issued in the discretion of our board of directors except that issuance of preferred stock must also be approved by a majority of our independent directors not otherwise interested in the transaction, who will have access, at our expense, to our legal counsel or to independent legal counsel. Further, we have adopted the Carter Validus Mission Critical REIT II, Inc. 2014 Restricted Share Plan, or the Incentive Plan, pursuant to which we will have the power and authority to grant restricted or deferred stock awards to persons eligible under the Incentive Plan. We have authorized and reserved 300,000 of our Class A shares for issuance under the Incentive Plan and we granted 3,000 restricted shares of Class A common stock to each of our independent directors at the time we satisfied the minimum offering requirement and broke escrow and we granted 3,000 restricted shares of Class A common stock to each of our independent directors when they were re-elected to the board of directors. We will also grant 3,000 shares of Class A common stock in connection with such independent director’s subsequent election or re-election, as applicable. Existing stockholders and investors purchasing shares in this Offering likely will suffer dilution of their equity investment in us, if we:


•	sell shares in this Offering or sell additional shares in the future, including those issued pursuant to our distribution reinvestment plan;


•	sell securities that are convertible into shares of our common stock;


•	issue shares of our common stock in a private offering of securities to institutional investors;


•	issue restricted share awards to our directors;


•	issue shares to our advisor or its successors or assigns, in payment of an outstanding fee obligation as set forth under our advisory agreement; or


•	issue shares of our common stock to sellers of properties acquired by us in connection with an exchange of limited partnership interests of Carter Validus Operating Partnership II, LP.

In addition, the partnership agreement for our operating partnership contains provisions that would allow, under certain circumstances, other entities, including other programs affiliated with our advisor and its affiliates, to merge into or cause the exchange or conversion of their interest for interests of our operating partnership. Because the limited partnership interests of our operating partnership may, at the discretion of our board of directors, be exchanged for shares of our common stock, any merger, exchange or conversion between our operating partnership and another entity ultimately could result in the issuance of a substantial number of shares of our common stock, thereby diluting the percentage ownership interest of other stockholders. Because of these and other reasons described in this “Risk Factors” section, you should not expect to be able to own a significant percentage of our shares.

The second risk factor of the "Risk Factors - Employee Benefit Plan, IRA, and Other Tax-Exempt Investor Risks" section on page 54 of our prospectus is superseded and replaced with the following risk factor:

The U.S. Department of Labor has issued a final regulation revising the definition of “fiduciary” and the scope of “investment advice” under ERISA, which may have a negative impact on our ability to raise capital.

On April 8, 2016, the U.S. Department of Labor issued a final regulation that substantially expands the range of activities that would be considered to be fiduciary investment advice under ERISA and the Internal Revenue Code, which may make it more difficult to qualify for a prohibited transaction exemption. This new regulation could have negative implications on our ability to raise capital from potential investors, including those investing through IRAs or other arrangements. Prior to the issuance of the new regulation, ERISA and the Internal Revenue Code broadly defined fiduciaries to include persons who give investment advice for a fee, regardless of whether that fee is paid directly by the customer or by a third party. However, prior law required that advice must be given on a “regular basis” before a fiduciary standard would apply, and that a mutual agreement or understanding between the customer and the adviser that the advice would serve as a primary basis for the investment decision would also be required. Under the new regulation, a person is a fiduciary if the person receives compensation for providing advice (a “recommendation” or “communication that would reasonably be viewed as a suggestion that the recipient engage in or refrain from taking a particular course of action”) with the understanding it is based on the particular needs of the person being advised or that it is directed to a specific plan sponsor, plan participant, or IRA owner. Such decisions can include, but are not limited to, what assets to purchase or sell and (unlike under prior law) whether to rollover from an employment-based plan to an IRA. The fiduciary can be a broker, registered investment adviser or other type of adviser, some of which are subject to federal securities laws and some of which are not. The final regulation and the related exemptions were expected to become applicable for investment transactions on and after April 10, 2017. However, on February 3, 2017, the President asked for additional review of this regulation, the results of such review are unknown. In response, on March 2, 2017, the U.S. Department of Labor published a notice seeking public comments on, among other things, a proposal to adopt a 60-day delay of the April 10 applicability date of the final regulation. On April 7, 2017, the U.S. Department of Labor published a final rule extending the applicability date of the final regulation to June 9, 2017. However, certain requirements and exemptions under the regulation are implemented through a phased-in approach, and on November 27, 2017, the U.S. Department of Labor further delayed the implementation of certain requirements and exemptions. Therefore, certain requirements and exemptions will not take effect until July 1, 2019.

The final regulation and the accompanying exemptions are complex, and plan fiduciaries and the beneficial owners of IRAs are urged to consult with their own advisors regarding this development. The final regulation could have negative implications on our ability to raise capital from potential investors, including those investing through IRAs.

Revised Forms of Subscription Agreements

Revised forms of our Subscription Agreement and Multi-Product Subscription Agreement are attached as Appendices B and F, respectively, and effective on March 15, 2018, will supersede and replace Appendices B and F in the prospectus.

Distribution Reinvestment Plan

A revised form of our Distribution Reinvestment Plan is attached as Appendix E and supersedes and replaces Appendix E in the prospectus.

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APPENDIX E

FOURTH AMENDED AND RESTATED DISTRIBUTION REINVESTMENT PLAN

CARTER VALIDUS MISSION CRITICAL REIT II, INC.

Effective as of December 6, 2017

Carter Validus Mission Critical REIT II, Inc., a Maryland corporation (the “Company”), has adopted this Fourth Amended and Restated Distribution Reinvestment Plan (the “Plan”), to be administered by the Company, SC Distributors, LLC (the “Dealer Manager”) or an unaffiliated third party (the “Administrator”) as agent for participants in the Plan (“Participants”), on the terms and conditions set forth below.

1. Election to Participate. Any purchaser of shares of common stock of the Company, par value $0.01 per share (the “Shares”), may become a Participant by making a written election to participate on such purchaser’s subscription agreement at the time of subscription for Shares. Any stockholder who has not previously elected to participate in the Plan, and subject to Section 8(b) herein, any participant in any previous or subsequent publicly offered limited partnership, real estate investment trust or other real estate program sponsored by the Company or its affiliates (an “Affiliated Program”), may so elect at any time by completing and executing an authorization form obtained from the Administrator or any other appropriate documentation as may be acceptable to the Administrator. Participants in the Plan generally are required to have the full amount of their cash distributions (other than “Excluded Distributions” as defined below) with respect to all Shares or shares of stock or shares of limited partnership interest of an Affiliated Program (collectively “Securities”) owned by them reinvested pursuant to the Plan. However, the Administrator shall have the sole discretion, upon the request of a Participant, to accommodate a Participant’s request for less than all of the Participant’s Securities to be subject to participation in the Plan.

2. Distribution Reinvestment. The Administrator will receive all cash distributions (other than Excluded Distributions) paid by the Company or an Affiliated Participant with respect to Securities of Participants (collectively, the “Distributions”). Participation will commence with the next Distribution payable after receipt of the Participant’s election pursuant to Paragraph 1 hereof, provided it is received at least ten (10) days prior to the last day of the period to which such Distribution relates. Subject to the preceding sentence, regardless of the date of such election, a holder of Securities will become a Participant in the Plan effective on the first day of the period following such election, and the election will apply to all Distributions attributable to such period and to all periods thereafter. As used in this Plan, the term “Excluded Distributions” shall mean those cash or other distributions designated as Excluded Distributions by the board of directors of the Company or the board or general partner of an Affiliated Program, as applicable.

3. General Terms of Plan Investments.

(a) Except as otherwise set forth in the Company’s prospectus, during the time that the Company’s initial public offering, or any follow-on offering, is effective, the purchase price per Class A Share, Class I Share, Class T Share and Class T2 Share will be equal to the most recent Estimated Per Share NAV of each respective class, as determined by the Company’s board of directors; provided, however, that until the Company determines an Estimated Per Share NAV for Class T2 Shares, the purchase price per Class T2 Share shall be $9.18 per share. The purchase price per Class A Share, Class I Share, Class T Share and/or Class T2 Share may be amended from time to time by the Company’s board of directors based upon changes in the Company’s Estimated Per Share NAV and other factors that the Company’s board of directors deems relevant. No advance notice of pricing pursuant to this Paragraph 3(a) shall be required other than to the extent the issue is a material event requiring the public filing of a Current Report on Form 8-K.

(b) Selling commissions will not be paid for the Shares purchased pursuant to the Plan.

(d) For each Participant, the Administrator will maintain an account which shall reflect for each period in which Distributions are paid (a “Distribution Period”) the Distributions received by the Administrator on behalf of such Participant. A Participant’s account shall be reduced as purchases of Shares are made on behalf of such Participant.

(e) Distributions shall be invested in Shares by the Administrator promptly following the payment date with respect to such Distributions to the extent Shares are available for purchase under the Plan. Distributions on Class A Shares will be reinvested in Class A Shares, Distributions on Class I Shares will be reinvested in Class I Shares, Distributions on Class T Shares will be reinvested in Class T Shares and Distributions on Class T2 Shares will be reinvested in Class T2 Shares. If sufficient Shares are not available, any such funds that have not been invested in Shares within 30 days after receipt by the Administrator and, in any event, by the end of the fiscal quarter in which they are received, will be distributed to Participants. Any interest earned on such accounts will be paid to the Company and will become property of the Company.

(f) Participants may acquire fractional Shares, computed to four decimal places, so that 100% of the Distributions will be used to acquire Shares. The ownership of the Shares shall be reflected on the books of Company or its transfer agent.

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(g) A Participant will not be able to acquire Shares under the Plan to the extent such purchase would cause it to exceed the Ownership Limit or to violate other Share ownership restrictions imposed by the Company’s Charter. For purposes of this Plan, “Ownership Limit” shall mean the prohibition on beneficial ownership of not more than 9.8% in value of the aggregate of the outstanding shares of stock of the Company and not more than 9.8% (in number of shares or value, whichever is more restrictive) of the outstanding shares of common stock of the Company.

4. Absence of Liability. The Company, SC Distributors, LLC and the Administrator shall not have any responsibility or liability as to the value of the Shares or any change in the value of the Shares acquired for the Participant’s account. The Company, SC Distributors, LLC and the Administrator shall not be liable for any act done in good faith, or for any good faith omission to act hereunder.

5. Suitability. Each Participant shall notify the Administrator if, at any time during his participation in the Plan, there is any material change in the Participant’s financial condition or inaccuracy of any representation under the subscription agreement for the Participant’s initial purchase of Shares. A material change shall include any anticipated or actual decrease in net worth or annual gross income or any other change in circumstances that would cause the Participant to fail to meet the suitability standards set forth in the Company’s prospectus for the Participant’s initial purchase of Shares.

6. Reports to Participants. Within ninety (90) days after the end of each calendar year, the Administrator will mail to each Participant a statement of account describing, as to such Participant, the Distributions received, the number of Shares purchased and the per Share purchase price for such Shares pursuant to the Plan during the prior year. Each statement also shall advise the Participant that, in accordance with Paragraph 5 hereof, the Participant is required to notify the Administrator if there is any material change in the Participant’s financial condition or if any representation made by the Participant under the subscription agreement for the Participant’s initial purchase of Shares becomes inaccurate. Tax information regarding a Participant’s participation in the Plan will be sent to each Participant by the company or the Administrator at least annually.

7. Taxes. Taxable Participants may incur a tax liability for Distributions even though they have elected not to receive their Distributions in cash but rather to have their Distributions reinvested in Shares under the Plan.

8. Reinvestment in Subsequent Programs.

(a) After the termination of the Company’s initial public offering of Shares pursuant to the Company’s prospectus dated (the “Initial Offering”), the Company may determine, in its sole discretion, to cause the Administrator to provide to each Participant (other than Alabama, New Jersey, North Carolina, Ohio and Washington investors) notice of the opportunity to have some or all of such Participant’s Distributions (at the discretion of the Administrator and, if applicable, the Participant) invested through the Plan in any publicly offered limited partnership, real estate investment trust or other real estate program sponsored by the Company or an Affiliated Program (a “Subsequent Program”). If the Company makes such an election, Participants may invest Distributions in equity securities issued by such Subsequent Program through the Plan only if the following conditions are satisfied:

(i) prior to the time of such reinvestment, the Participant has received the final prospectus and any supplements thereto offering interests in the Subsequent Program and such prospectus allows investment pursuant to a distribution reinvestment plan;

(ii) a registration statement covering the interests in the Subsequent Program has been declared effective under the Securities Act of 1933, as amended (the “Securities Act”);

(iii) the offering and sale of such interests are qualified for sale under the applicable state securities laws;

(iv) the Participant executes the subscription agreement included with the prospectus for the Subsequent Program; and

(v) the Participant qualifies under applicable investor suitability standards as contained in the prospectus for the Subsequent Program.

(b) The Company may determine, in its sole discretion, to cause the Administrator to allow one or more participants of an Affiliated Program to become a “Participant.” If the Company makes such an election, such Participants may invest distributions received from the Affiliated Program in Shares through this Plan, if the following conditions are satisfied:

(ii) a registration statement covering the interests in the Subsequent Program has been declared effective under the Securities Act;

(iii) the offering and sale of such interests are qualified for sale under the applicable state securities laws;

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(iv) the Participant executes the subscription agreement included with the prospectus for the Subsequent Program; and

(v) the Participant qualifies under applicable investor suitability standards as contained in the prospectus for the Subsequent Program.

9. Termination.

(a) A Participant may terminate or modify his participation in the Plan at any time by written notice to the Administrator. To be effective for any Distribution, such notice must be received by the Administrator at least ten (10) days prior to the last day of the Distribution Period to which it relates.

(b) Prior to the listing of the Shares on a national securities exchange, a Participant’s transfer of Shares will terminate participation in the Plan with respect to such transferred Shares as of the first day of the Distribution Period in which such transfer is effective, unless the transferee of such Shares in connection with such transfer demonstrates to the Administrator that such transferee meets the requirements for participation hereunder and affirmatively elects participation by delivering an executed authorization form or other instrument required by the Administrator.

10. State Regulatory Restrictions. The Administrator is authorized to deny participation in the Plan to residents of any state or foreign jurisdiction that imposes restrictions on participation in the Plan that conflict with the general terms and provisions of this Plan, including, without limitation, any general prohibition on the payment of broker-dealer commissions for purchases under the Plan.

11. Amendment to or Suspension or Termination of the Plan.

(a) The terms and conditions of this Plan may be amended by the Company at any time, including but not limited to an amendment to the Plan to substitute a new Administrator to act as agent for the Participants, by mailing an appropriate notice at least ten (10) days prior to the effective date thereof to each Participant.

(b) The Administrator may suspend or terminate a Participant’s individual participation in the Plan and the Company may suspend or terminate the Plan itself, at any time by providing ten (10) days’ prior written notice to a Participant, or to all Participants, as the case may be.

(c) After termination of the Plan or termination of a Participant’s participation in the Plan, the Administrator will send to each Participant a check for the amount of any Distributions in the Participant’s account that have not been invested in Shares. Any future Distributions with respect to such former Participant’s Shares made after the effective date of the termination of the Participant’s participation will be sent directly to the former Participant.

12. Participation by Limited Partners of Carter Validus Operating Partnership II, LP. For purposes of this Plan, “stockholders” shall be deemed to include limited partners of Carter Validus Operating Partnership II, LP (the “Partnership”), “Participants” shall be deemed to include limited partners of the Partnership that elect to participate in the Plan, and “Distribution,” when used with respect to a limited partner of the Partnership, shall mean cash distributions on limited partnership interests held by such limited partner.

13. Governing Law. This Plan and the Participants’ election to participate in the Plan shall be governed by the laws of the State of Maryland.

14. Notice. Any notice or other communication required or permitted to be given by any provision of this Plan shall be in writing and, if to the Administrator, addressed to, or such other address as may be specified by the Administrator by written notice to all Participants. Notices to a Participant may be given by letter addressed to the Participant at the Participant’s last address of record with the Administrator. Each Participant shall notify the Administrator promptly in writing of any changes of address.

15. Certificates. The ownership of the Shares will be in book-entry form prior to the issuance of certificates. The Company will not issue share certificates unless authorized by the board of directors of the Company.

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Sila Realty Trust (SILA) 424B3Prospectus supplement