Filed Pursuant to Rule 424(b)(3)
Registration No. 333-205684
RW HOLDINGS NNN REIT, INC.
SUPPLEMENT NO. 11 DATED APRIL 5, 2018
TO
PROSPECTUS DATED APRIL 28, 2017
(as supplemented by Supplement No. 1 dated May 17, 2017,
Supplement No. 2 dated August 18, 2017,
Supplement No. 3 dated September 19, 2017,
Supplement No. 4 dated October 4, 2017,
Supplement No. 5 dated December 5, 2017,
Supplement No. 6 dated December 26, 2017,
Supplement No. 7 dated December 28, 2017,
Supplement No. 8 dated January 4, 2018
Supplement No. 9 dated January 19, 2018 and
Supplement No. 10 dated February 1, 2018)
This prospectus supplement (“Supplement”) amends and supplements our prospectus, dated April 28, 2017, as supplemented by Supplement No. 1 dated May 17, 2017, Supplement No. 2 dated August 18, 2017, Supplement No. 3 dated September 19, 2017, Supplement No. 4 dated October 4, 2017, Supplement No. 5 dated December 5, 2017, Supplement No. 6 dated December 26, 2017, Supplement No. 7 dated December 28, 2017, Supplement No. 8 dated January 4, 2018, Supplement No. 9 dated January 19, 2018 and Supplement No. 10 dated February 1, 2018 (the “Prospectus”). This Supplement should be read in conjunction with the Prospectus, as previously supplemented. This Supplement is not complete without and may not be delivered or used except in conjunction with, the Prospectus, including any amendments or previous supplements to it. This Supplement is qualified by reference to the Prospectus, as previously supplemented, except to the extent that the information provided by this Supplement supersedes information contained in the Prospectus, as previously supplemented.
Unless the context suggests otherwise, capitalized terms used in this Supplement shall have the same meanings as in the Prospectus.
The purposes of this Supplement are as follows:
| A. | To provide an update regarding the status of the offering; and |
| B. | To provide an update regarding cash distributions paid and declared. |
PROSPECTUS UPDATES
| A. | Status of the Offering |
The following supersedes and replaces the first paragraph under the “Status of the Offering” section of the Prospectus:
On July 20, 2016, we commenced our reasonable best efforts $1 billion initial public offering of up to 100 million shares of our Class C common stock, including 10 million shares pursuant to our distribution reinvestment plan, and we are currently selling our shares in the following states: CA, CO, CT, FL, GA, HI, ID, IL, IN, KY, LA, MO, MT, NH, NV, NY, SC, SD, TX, UT, VA, VT, WI, and WY. As of March 27, 2018, we had received aggregate gross offering proceeds of $104,518,468 in connection with the sale of 10,447,073 shares of our Class C common stock, including 444,514 shares sold under our distribution reinvestment plan for aggregate gross offering proceeds of $4,451,411. Accordingly, as of March 27, 2018, there were 89,552,927 shares remaining available for sale in connection with the offering, including 9,555,486 shares pursuant to our distribution reinvestment plan.
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| B. | Status of Distributions |
The following supplements the “Prospectus Summary—If I buy shares, will I receive distributions and how often?” and “Description of Shares—Distributions” sections of the Prospectus:
On April 3, 2018, our board of directors declared distributions based on daily record dates for the period March 1, 2018 through March 31, 2018 at a rate of $0.00189113 per share per day, on the outstanding shares of our Class C common stock which we expect to pay on April 25, 2018. The daily dividend rate of $0.00189113 per share of Class C common stock per day represents an annualized rate of return for the month of March, if paid each day for a 365-day period, equal to 7% based on a $10.05 value per share of Class C common stock.
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