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)
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2. Issuer Name and Ticker or Trading Symbol
FrontView REIT, Inc. [ FVR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/08/2024 | ||||||||||||||||||||||||||
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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 | ||||||
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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 | ||||||||
| OP Units(1)(2) | (1)(2) | 10/08/2024 | J | 71,303 | (1)(2) | (1)(2) | Common Stock | 71,303 | $0 | 71,303 | I(3) | See footnote(3) | |||
| Explanation of Responses: |
| 1. Represents receipt of fully-vested units of limited partnership interest in FrontView Operating Partnership LP (the "Operating Partnership") designated as OP Units ("OP Units") under the Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated as of October 3, 2024 (the "Partnership Agreement"). Commencing six months from the date of issuance, each OP Unit is redeemable at the election of the holder for cash equal to the then fair market value of one Share, or at the Issuer's election, one Share, subject to adjustment as set forth in the Partnership Agreement. |
| 2. OP Units were distributed by North American Realty Services, LLLP, a Florida limited liability limited partnership ("NARS"), to certain of its limited partners, including to an entity controlled by the Reporting Person, in connection with the consummation of the transactions contemplated by the terms of Amended and Restated Internalization Agreement, dated as of July 10, 2024, by and among the Issuer, the Operating Partnership, NADG NNN Property Fund LP, a Delaware limited partnership, NADG NNN Operating LP, a Delaware limited partnership, NADG (US) LLLP, a Delaware limited liability limited partnership, NADG (US, Inc., a Delaware corporation, NADG NNN Property Fund GP, LLLP, a Delaware limited liability limited partnership, NADG NNN Operating GP, LLLP, a Delaware limited liability limited partnership, and NARS. |
| 3. Held by RSG (US Holdings) Limited Partnership, which is controlled by the Reporting Person. |
| /s/ Timothy D. Dieffenbacher as Attorney-in-Fact for Robert S. Green | 10/08/2024 | |
| ** 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. | ||