Equity | Equity Classes Class T shares, Class S shares, Class D shares, Class I shares, Class A shares, Class AA shares, Class AAA and Class E 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 the Company's 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, only the holders of such affected class are entitled to vote . The following table sets forth the classes of outstanding common stock as of March 31, 2022 and December 31, 2021: As of March 31, 2022 December 31, 2021 Class A 24,509,573 24,509,573 Class AA 47,592,118 47,592,118 Class AAA 926,936 926,936 Class D 42,013 42,013 Class E 249,166,308 249,088,676 Class I 1,911,732 1,911,731 Class S 1,800 1,800 Class T 565,265 565,265 Common Equity As of March 31, 2022, the Company had received aggregate gross offering proceeds of approximately $2.8 billion from the sale of shares in the private offering, the public offerings, the DRP offerings and mergers (includes EA-1 offerings and EA-1 merger with Signature Office REIT, Inc., the EA Mergers and the CCIT II Merger), as discussed in Note 1, Organization . As part of the $2.8 billion from the sale of shares, the Company issued approximately 43,772,611 shares of its common stock upon the consummation of the merger of Signature Office REIT, Inc. in June 2015 and 174,981,547 Class E shares (in exchange for all outstanding shares of EA-1's common stock at the time of the EA Mergers) in April 2019 upon the consummation of the EA Mergers and 93,457,668 Class E shares (in exchange for all the outstanding shares of CCIT II's common stock at the time of the CCIT II Merger). As of March 31, 2022, there were 324,715,745 shares outstanding, including shares issued pursuant to the DRP, less shares redeemed pursuant to the SRP and the self-tender offer, which occurred in May 2019. Termination of Follow-On Offering The Company’s follow-on offering of up to $2.2 billion shares, consisting of up to $2.0 billion of shares in our primary offering and $0.2 billion of shares pursuant to our DRP (collectively, the “Follow-On Offering”) terminated with the expiration of the registration statement on Form S-11 (Registration No. 333-217223), as amended, on September 20, 2020. Distribution Reinvestment Plan (DRP) The Company has adopted the DRP, which allows stockholders to have dividends and other distributions otherwise distributable to them invested in additional shares of common stock. No sales commissions or dealer manager fees will be paid on shares sold through the DRP, but the DRP shares will be charged the applicable distribution fee payable with respect to all shares of the applicable class. The purchase price per share under the DRP is equal to the net asset value ("NAV") per share applicable to the class of shares purchased, calculated using the most recently published NAV available at the time of reinvestment. The Company may amend or terminate the DRP for any reason at any time upon 10 days' prior written notice to stockholders, which may be provided through the Company's filings with the SEC. In connection with a potential strategic transaction, on February 26, 2020, the Board approved the temporary suspension of the DRP, effective March 8, 2020. On July 16, 2020, the Board approved the reinstatement of the DRP, effective July 27, 2020 and an amendment of the DRP to allow for the use of the most recently published NAV per share of the applicable share class available at the time of reinvestment as the DRP purchase price for each share class. On July 17, 2020, the Company filed a registration statement on Form S-3 for the registration of up to $100 million in shares pursuant to the Company's DRP (the “DRP Offering”). The DRP Offering may be terminated at any time upon 10 days’ prior written notice to stockholders. The following table summarizes the DRP offerings, by share class, as of March 31, 2022: Share Class Amount Shares Class A $ 9,687 1,052,170 Class AA 19,047 2,068,367 Class AAA 290 31,521 Class D 21 2,231 Class E 311,405 32,299,362 Class I 437 47,028 Class S — 12 Class T 177 19,090 Total $ 341,064 35,519,781 As of March 31, 2022 and December 31, 2021, the Company had issued approximately $341.1 million in shares pursuant to the DRP offerings. DRP Suspension On October 1, 2021, the Board approved a temporary suspension of the DRP, effective October 11, 2021. Share Redemption Program (SRP) The Company has adopted the SRP that enables stockholders to sell their stock to the Company in limited circumstances (see “SRP Suspension” below for details on the suspension of the SRP). On August 8, 2019, the Board amended and restated its SRP, effective as of September 12, 2019, in order to (i) clarify that only those stockholders who purchased their shares from us or received their shares from the Company (directly or indirectly) through one or more non-cash transactions (including transfers to trusts, family members, etc.) may participate in the SRP; (ii) allocate capacity within each class of common stock such that the Company may redeem up to 5% of t he aggregate NAV of each class of common stock; (iii) treat all unsatisfied redemption requests (or portion thereof) as a request for redemption the following quarter unless otherwise withdrawn; and (iv) make certain other clarifying changes. On November 7, 2019, the Board amended and restated the SRP, effective as of December 12, 2019, in order to (i) provide for redemption sought upon a stockholder’s determination of incompetence or incapacitation; (ii) clarify the circumstances under which a determination of incompetence or incapacitation will entitle a stockholder to such redemption; and (iii) make certain other clarifying changes. In connection with a potential strategic transaction, on February 26, 2020, the Board approved the temporary suspension of the SRP, effective March 28, 2020. On July 16, 2020, the Board approved the partial reinstatement of the SRP, effective August 17, 2020, subject to the following limitations: (A) redemptions will be limited to those sought upon a stockholder’s death, qualifying disability, or determination of incompetence or incapacitation in accordance with the terms of the SRP, and (B) the quarterly cap on aggregate redemptions will be equal to the aggregate NAV, as of the last business day of the previous quarter, of the shares issued pursuant to the DRP during such quarter. Settlements of share redemptions will be made within the first three Under the SRP, the Company will redeem shares as of the last business day of each quarter. The redemption price will be equal to the NAV per share for the applicable class generally on the 13th day of the month prior to quarter end (which will be the most recently published NAV). Redemption requests must be received by 4:00 p.m. (Eastern time) on the second to last business day of the applicable quarter. Redemption requests exceeding the quarterly cap will be filled on a pro rata basis. With respect to any pro rata treatment, redemption requests following the death or qualifying disability of a stockholder will be considered first, as a group, followed by requests where pro rata redemption would result in a stockholder owning less than the minimum balance of $2,500 of shares of the Company's common stock, which will be redeemed in full to the extent there are available funds, with any remaining available funds allocated pro rata among all other redemption requests. All unsatisfied redemption requests must be resubmitted after the start of the next quarter, or upon the recommencement of the SRP, as applicable. There are several restrictions under the SRP. Stockholders generally must hold their shares for one year before submitting their shares for redemption under the program; however, the Company will waive the one-year holding period in the event of the death or qualifying disability of a stockholder. Shares issued pursuant to the DRP are not subject to the one-year holding period. In addition, the SRP generally imposes a quarterly cap on aggregate redemptions of the Company's shares equal to a value of up to 5% of the aggregate NAV of the outstanding shares as of the last business day of the previous quarter, subject to the further limitations as indicated in the August 8, 2019 amendments discussed above. As the value on the aggregate redemptions of the Company's shares is outside the Company's control, the 5% quarterly cap is considered to be temporary equity and is presented as common stock subject to redemption on the accompanying consolidated balance sheets. The following table summarizes share redemption (excluding the self-tender offer) activity during the three months ended March 31, 2022 and 2021: Three Months Ended March 31, 2022 2021 Shares of common stock redeemed — 772,265 Weighted average price per share $ — $ 8.96 Since July 31, 2014 and through March 31, 2022, the Company had redeemed 28,304,928 shares (excluding the self-tender offer) of common stock for approximately $265.5 million at a weighted average price per share of $9.38 pursuant to the SRP. SRP Suspension On October 1, 2021, the Company announced that it will suspend the SRP beginning with the next cycle, which commenced during fourth quarter 2021. Issuance of Restricted Stock Units to Executive Officers, Employees and Directors The restricted stock units (“RSUs”) granted from 2019 through 2021 (no RSUs have been granted in 2022) were pursuant to the Company’s Employee and Director Long-Term Incentive Plan (the “Plan”). The Plan provides for the grant of awards to the Company’s directors, full-time employees and certain consultants that provide services to the Company or affiliated entities. Awards granted under the Plan may consist of stock options, restricted stock, stock appreciation rights, distribution equivalent rights and other equity-based awards. The stock-based payments are measured at fair value and recognized as compensation expense over the vesting period. At the 2020 annual meeting of stockholders, stockholders approved an amended and restated Plan (the “Amended and Restated Plan”) that reduced the maximum number of shares authorized under the Plan to 7,000,000 shares, among other changes. Awards that vest or are granted on or after March 30, 2020 (the effective date of the Amended and Restated Plan) are subject to the terms and provisions of the Amended and Restated Plan. As of March 31, 2022, approximately 5,519,453 shares were available for future issuance under the Amended and Restated Plan. As of March 31, 2022, there was $11.1 million of unrecognized compensation expense remaining, which vests between two Total compensation expense for the three months ended March 31, 2022 and 2021 was approximately $1.8 million and $1.7 million, respectively. Number of Unvested Shares of RSU Awards Weighted-Average Grant Date Fair Value per Share Balance at December 31, 2020 943,836 Granted 1,619,255 $ 8.97 Forfeited (222,367) $ 9.10 Vested (812,111) $ 9.24 Balance at December 31, 2021 1,528,613 Granted — $ — Forfeited (33,208) $ 9.10 Vested (1) (128,235) $ 8.97 Balance at March 31, 2022 1,367,170 (1) Total shares vested include 50,587 shares of common stock that were tendered by employees during the three months ended March 31, 2022 to satisfy minimum statuary tax with holdings requirements associated with the vesting of RSU’s. |