Stockholders' Equity | 2. STOCKHOLDERS’ EQUITY Initial Public Offering On November 25, 2014, the Company filed a registration statement with the SEC on Form S-11 in connection with its initial public offering of up to $2,000,000,000 in shares of common stock (the “Initial Public Offering”). The registration statement was subsequently declared effective on February 18, 2016. On July 1, 2016, the Company filed a post-effective amendment to its registration statement that reclassified the Company’s common stock offered pursuant to its registration statement into Class A shares, Class T shares and Class W shares. The SEC declared the post-effective amendment effective on August 8, 2016. Pursuant to its registration statement, as amended, the Company is offering for sale up to $1,500,000,000 in shares of common stock in the primary offering in any combination of Class A shares, Class T shares and Class W shares at a price of $10.00 per Class A share, $9.4180 per Class T share and $9.0355 per Class W share, and up to $500,000,000 in shares under the Company’s distribution reinvestment plan at a price of $9.0355 per share for all classes. The Class A shares, Class T shares and Class W shares have identical rights and privileges, including identical voting rights, but have differing fees that are payable on a class-specific basis, as described in “Note 4.” The per share amount of distributions paid on Class T shares and Class W shares will be lower than the per share amount of distributions paid on Class A shares because of the distribution fees payable with respect to Class T shares and Class W shares sold in the primary offering. The Company’s shares of common stock consist of Class A shares, Class T shares and Class W shares, all of which are collectively referred to herein as shares of common stock. The Company is offering to sell its common stock in any combination of Class A shares, Class T shares and Class W shares with a dollar value up to the maximum offering amount. The Company has the right to reallocate the shares of common stock offered between the Company’s primary offering and the Company’s distribution reinvestment plan. Dividend Capital Securities LLC (the “Dealer Manager”), a related party, provides dealer manager services in connection with the Initial Public Offering. The Initial Public Offering is a best efforts offering, which means that the Dealer Manager is not required to sell any specific number or dollar amount of shares of common stock in the Initial Public Offering, but will use its best efforts to sell the shares of common stock. The Initial Public Offering is a continuous offering that will end no later than two years after the effective date of the Initial Public Offering, or February 18, 2018, unless extended by the Company’s board of directors in accordance with federal securities laws. Summary of the Public and Private Offerings A summary of the Company’s Initial Public Offering (including shares sold through the primary offering and distribution reinvestment plan (“DRIP”)) and its private offering, as of March 31, 2017, is as follows: Class A Class T Class W Notes to Total Amount of gross proceeds raised: Primary offering (2) $ 2,000,000 $ — $ — $ — $ 2,000,000 DRIP (2) 3,604 — — — 3,604 Private offering 62,300 62,300 — 375,400 500,000 Total offering $ 2,065,904 $ 62,300 $ — $ 375,400 $ 2,503,604 Number of shares sold: Primary offering 221,349 — — — 221,349 DRIP 399 — — — 399 Private offering 7,000 7,000 — — 14,000 Total offering 228,748 7,000 — — 235,748 (1) Amount relates to notes payable issued to certain stockholders in the private offering. (2) Subscriptions from Ohio residents will not be released from escrow until subscriptions for shares totaling at least $7,000,000 have been received from all sources, subscriptions from Pennsylvania residents will not be released from escrow until subscriptions for shares totaling at least $75,000,000 have been received from all sources and subscriptions from Washington residents will not be released from escrow until subscriptions for shares totaling at least $10,000,000 have been received from all sources. As of March 31, 2017, $1,997,996,396 in shares of common stock remained available for sale pursuant to the Initial Public Offering in any combination of Class A shares, Class T shares and Class W shares, including $499,996,396 in shares of common stock available for sale through the Company’s distribution reinvestment plan, which may be reallocated for sale in the primary offering. Common Stock The following table summarizes the changes in the shares outstanding and the aggregate par value of the outstanding shares for each class of common stock for the periods presented below: Class A Class T Class W Total Shares Amount Shares Amount Shares Amount Shares Amount Balance as of December 31, 2016 248,349 $ 2,483 7,000 $ 70 — $ — 255,349 $ 2,553 Issuance of common stock: DRIP 399 4 — — — — 399 4 Balance as of March 31, 2017 248,748 $ 2,487 7,000 $ 70 — $ — 255,748 $ 2,557 Dividends The Company intends to accrue and make cash distributions on a quarterly basis. In addition to the cash distributions, our board of directors authorized special daily stock dividends to all common stockholders of record as of the close of business on each day for the first, second and third quarters of 2017 in an amount equal to 0.0000410959 of a share of common stock on each outstanding share of common stock. The special stock dividends attributable to a particular class of shares of our common stock will be issued as additional shares of the same class of common stock. The special stock dividends will be issued and recorded in our stockholder records on or about the first business day of the calendar month immediately following the last day of the applicable calendar quarter. Quarterly cash distributions and stock dividends for each stockholder will be calculated for each day the stockholder has been a stockholder of record during such quarter. Cash distributions for stockholders who have elected to participate in the Company’s distribution reinvestment plan will be reinvested into shares of the same class of the Company’s common stock as the shares to which the distributions relate. The Company refers to cash distributions and stock dividends collectively as dividends. Cash Distributions. Amount Payment Date Declared per Paid in Reinvested Distribution Gross 2017 March 31 April 2017 $ 0.12950 $ 23,101 $ 10,015 $ — $ 33,116 2016 December 31 (4) January 2017 $ 0.12950 $ 7,517 $ 3,604 $ — $ 11,121 (1) Amounts reflect the quarterly distribution rate authorized by the Company’s board of directors per Class A share, per Class T share and per Class W share of common stock. The quarterly distributions on Class T shares and Class W shares of common stock are reduced by the respective distribution fees that are payable monthly with respect to such Class T shares and Class W shares (as calculated on a daily basis). (2) Distribution fees are paid monthly to the Dealer Manager with respect to Class T shares and Class W shares issued in the primary portion of the Initial Public Offering only. Refer to “Note 4” for further detail regarding distribution fees. Since no Class T shares nor Class W shares have been issued in connection with the Initial Public Offering, no distribution fees have been incurred as of March 31, 2017. (3) Gross distributions are total distributions before the deduction of distribution fees relating to Class T shares and Class W shares. (4) Cash distributions were authorized to all common stockholders of record as of the close of business on each day commencing on the date that the minimum offering requirements were met in connection with the Initial Public Offering and ending on the last day of the quarter in which the minimum offering requirements were met (the “Initial Quarter”). The Company met the minimum offering requirements in connection with the Initial Public Offering on November 30, 2016. Accordingly, the Initial Quarter commenced on that date and ended on December 31, 2016. Stock Dividends. Redemptions As of March 31, 2017, the Company had not redeemed any shares of its common stock and had not received any requests for redemptions. |