Equity | Note 14. Equity Authorized Capital On January 24, 2018, the Company filed Articles of Amendment and Restatement with the State Department of Assessments and Taxation of Maryland the Company’s undesignated common stock became Class N shares of common stock and the Class T, Class S, Class D and Class I shares offered in the Offering were authorized. As of June 30, 2019, the Company had authority to issue a total of 2,200,000,000 shares of capital stock. Of the total shares of stock authorized, 2,100,000,000 shares are classified as common stock with a par value of $0.01 per share, 500,000,000 of which are classified as Class T shares, 500,000,000 of which are classified as Class S shares, 500,000,000 of which are classified as Class D shares, 500,000,000 of which are classified as Class I shares, 100,000,000 of which are classified as Class N shares, and 100,000,000 are classified as preferred stock with a par value of $0.01 per share . In addition, the Company’s board of directors may amend the charter from time to time, without stockholder approval, to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series that the Company has authority to issue, or to issue additional classes of stock which may be subject to various class-specific fees. Preferred Stock On January 2, 2019, the Company filed Articles Supplementary to the charter, which set forth the rights, preferences and privileges of the Company’s 12.0% Series A cumulative non-voting preferred stock (“Series A Preferred Stock”). On January 4, 2019, the Company sold 125 shares of our Series A Preferred Stock at a purchase price of $1,000 per share in a private placement exempt from registration. The offering of Series A Preferred Stock was effected for the purpose of our having at least 100 stockholders to satisfy one of the qualifications required in order to qualify as a REIT under the Code. Common Stock As of June 30, 2019, the Company has issued and outstanding 111,353 shares of Class D common stock, 580,389 shares of Class I common stock, and 29,730,608 shares of Class N common stock. As of June 30, 2019, the Company has not sold any Class S shares. During the six months ended June 30, 2019, the Company sold the following shares of common stock in connection with the offering: Class T Class D Class I Amounts Shares Share Price Amounts Shares Share Price Amounts Shares Share Price January 2019 $ 24,272 2,359 $ 10.29 $ — — $ — $ 30,000 2,913 $ 10.30 February 2019 (1) $ 390,007 37,939 $ 10.28 $ 1,755 171 $ 10.28 $ 115,574 11,232 $ 10.29 March 2019 $ 97,087 9,327 $ 10.41 $ 235,000 22,596 $ 10.40 $ 75,000 7,205 $ 10.41 April 2019 $ 345,604 33,457 $ 10.33 $ 200,000 19,157 $ 10.44 $ 1,912,500 183,014 $ 10.45 May 2019 (1) $ 735,652 70,600 $ 10.42 $ 322,563 30,720 $ 10.50 $ 143,814 13,671 $ 10.52 June 2019 $ 320,874 30,882 $ 10.39 $ 135,000 12,869 $ 10.49 $ 1,845,000 175,882 $ 10.49 (1) Include shares issued as part of the distribution reinvestment plan and restricted stock award to Board Members The Class N shares purchased by TIAA (excluding the initial capitalization which must be held for so long as the Advisor or its affiliate remains the advisor) shall be subject to the following limitations on repurchase: • (i) TIAA may submit up to 4,980,000 Class N shares for repurchase upon the earlier of (1) the date that the Company’s NAV reaches $1 billion, and (2) two years from the commencement of the Offering; and (ii) TIAA may submit all of its remaining Class N shares for repurchase beginning on the fifth anniversary of the commencement of the Offering. • The total amount of repurchases of Class N shares eligible for repurchase will be limited to no more than 0.67% of aggregate NAV per month and no more than 1.67% of the Company’s aggregate NAV per calendar quarter; provided that, if in any month or quarter the total amount of aggregate repurchases of all classes of common stock do not reach the overall share repurchase plan limits of 2% of the aggregate NAV per month and 5% of the aggregate NAV per calendar quarter, the above repurchase limits on the Class N shares shall not apply to that month or quarter and TIAA shall be entitled to submit shares for repurchase up to the overall share repurchase plan limits. Restricted Stock Grants The Company’s independent directors are compensated with an annual retainer, of which 25% is paid in the form of an annual grant of restricted stock based on the most recent transaction price. The restricted stock generally vests one Distribution Reinvestment Plan The Company has adopted a distribution reinvestment plan whereby holders of Class T, Class S, Class D and Class I shares (other than investors in certain states or who are clients of a participating broker-dealer that does not permit automatic enrollment in the distribution reinvestment plan) have their cash distributions automatically reinvested in additional shares of common stock unless they elect to receive their distributions in cash. Holders of Class N shares are not eligible to participate in the distribution reinvestment plan and receive their distributions in cash. Investors who are clients of a participating broker-dealer that does not permit automatic enrollment in the distribution reinvestment plan or are residents of those states that do not allow automatic enrollment receive their distributions in cash unless they elect to have their cash distributions reinvested in additional shares of the Company’s common stock. The per share purchase price for shares purchased pursuant to the distribution reinvestment plan is equal to the transaction price at the time the distribution is payable, which is generally equal to the Company’s prior month’s NAV per share for that share class. Stockholders do not pay upfront selling commissions or dealer manager fees when purchasing shares pursuant to the distribution reinvestment plan. The stockholder servicing fees with respect to shares of the Company’s Class T shares, Class S shares and Class D shares are calculated based on the NAV for those shares and may reduce the NAV or, alternatively, the distributions payable with respect to shares of each such class, including shares issued in respect of distributions on such shares under the distribution reinvestment plan. Distributions The Company generally intends to distribute substantially all of its taxable income, which does not necessarily equal net income as calculated in accordance with GAAP, to its stockholders each year to comply with the REIT provisions of the Code. Beginning September 30, 2018, the Company established a monthly record date for a quarterly distribution to stockholders on record as of the last day of each applicable month typically payable within 25 days following quarter end. Each class of common stock receives the same gross distribution per share. The net distribution varies for each class based on the applicable advisory fee and stockholder servicing fee, which is deducted from the monthly distribution per share. During the six months ended June 30, 2019, the Company’s board of directors declared distributions on all outstanding shares of common stock as of the close of business on the record dates of October 31, 2018, November 30, 2018 and December 31, 2018, and all outstanding shares of common stock as of the close of business on the record dates of January 31, 2019, February 28, 2019, and March 31, 2019. These distributions were paid on January 29, 2019 and April 29, 2019, respectively. The following table details the distribution paid on January 29, 2019: Class D Class I Class N Net Distribution $ 0.07 $ 0.07 $ 0.08 Total Distributions Declared 1,760 13,640 2,468,230 The following table details the distribution paid on April 29, 2019: Class T Class D Class I Class N Net Distribution $ 0.04 $ 0.05 $ 0.07 $ 0.09 Total Distributions Declared 2,066 2,563 15,116 2,646,139 Based on the monthly record dates established by the board of directors, the Company accrues for distribution on a monthly basis. The Company accrued $3.8 million for April, May, and June 2019 in Distribution payable on its Consolidated Balance Sheets. Share Repurchases The Company has adopted a share repurchase plan, whereby on a monthly basis, stockholders may request that the Company repurchase all or any portion of their shares. The Company may choose to repurchase all, some or none of the shares that have been requested to be repurchased at the end of any particular month, in its discretion, subject to any limitations in the share repurchase plan. The total amount of aggregate repurchases of Class T, Class S, Class D, and Class I shares is limited to 2% of the aggregate NAV per month and 5% of the aggregate NAV per calendar quarter. Shares are repurchased at a price equal to the transaction price on the applicable repurchase date, subject to any early repurchase deduction. Shares that have not been outstanding for at least one |