SEC Form 4
FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol American Finance Trust, Inc [ AFIN ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 08/30/2018 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
LTIP Units | $0 | 08/30/2018 | A(1)(2)(3) | 4,496,796 | (1)(2)(3) | (1)(2)(3) | Class A Common Stock | 4,496,796 | (1)(2)(3) | 4,496,796 | I | See footnote(4) |
Explanation of Responses: |
1. On July 19, 2018, American Finance Operating Partnership, L.P. (the "OP"), the operating partnership of American Finance Trust, Inc. (the "Registrant"), issued American Finance Advisors, LLC (the "Advisor") one unit of limited partnership of the OP designated as the "Master LTIP Unit" (the "Master LTIP Unit") pursuant to the 2018 Advisor Multi-Year Outperformance Agreement, dated as of July 19, 2018, among the Registrant, the OP and the Advisor (the "OPP") and the 2018 Advisor Omnibus Incentive Compensation Plan of the Registrant. On August 30, 2018, in accordance with the terms of the agreement of limited partnership of the OP (the "Partnership Agreement"), the Master LTIP Unit automatically converted into 4,496,796 units of limited partnership of the OP designated as "LTIP Units" ("LTIP Units"), representing the quotient, rounded down to the nearest whole number, of (a) 72,000,000, divided by (b) the Initial Share Price (as defined in the OPP). |
2. The Initial Share Price is equal to $16.0114, representing the average of the Fair Market Value (as defined in the OPP) of one share of Class A common stock over the ten consecutive trading days immediately prior to August 30, 2018, and Fair Market Value as defined in the OPP for these purposes means the average closing price of Class A common stock for the ten consecutive trading days immediately preceding the date of the valuation. These LTIP Units may be earned by the Advisor based on the Registrant's achievement of threshold, target and maximum performance goals based on the Registrant's absolute and relative total stockholder return over a performance period commencing on July 19, 2018 and ending on the earliest of (i) July 19, 2021, (ii) the effective date of any Change of Control (as defined in the OPP) and (iii) the effective date of any termination of the Advisor's service as advisor of the Registrant. |
3. LTIP Units earned as of the last day of the performance period will also become vested as of that date. Effective as of that same date, any LTIP Units that are not earned and vested will automatically and without notice be forfeited without the payment of any consideration by the Registrant or the OP. Thereafter, subject to and in accordance with the terms of the Partnership Agreement, the Advisor, in its sole discretion, shall be entitled to convert any earned and vested LTIP Units into units of limited partnership of the OP designated as "Class A Units" ("Class A Units"). Pursuant to the redemption provisions contained in the Partnership Agreement, a holder of Class A Units that (subject to certain exceptions) have been outstanding for at least one year may redeem all or a portion of his, her or its Class A Units on a one-for-one basis for, at the Registrant's election, either shares of Class A common stock or the cash equivalent thereof. |
4. The reporting person is the chief executive officer, and also holds a non-controlling equity interest in, the entities that own and control the Advisor, which own the reported securities. The reporting person disclaims beneficial ownership of the securities reported on this Form 4 except to the extent of his pecuniary interest therein. |
/s/ Edward M. Weil, Jr. | 09/04/2018 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |