| 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)
| 2. Issuer Name and Ticker or Trading Symbol RW HOLDINGS NNN REIT, INC. [ NONE ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 12/31/2019 | ||||||||||||||||||||||||||
| 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 | ||||||
| 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 | ||||||||
| Class M OP Units | $0.0 | 12/31/2019 | A(1) | $7,461(2) | (3) | (4) | Class M OP Units | 37,305 | (5) | 37,305 | I | Class M OP Units(6) | |||
| Explanation of Responses: |
| 1. On December 31, 2019, the issuer and its operating partnership, RW Holdings NNN REIT Operating Partnership, L.P. ("NNN OP") completed the acquisition of the business of its former advisor, BrixInvest, LLC ("BrixInvest") through a contribution of substantially all of the assets and liabilities of BrixInvest to NNN OP by BrixInvest's wholly owned subsidiary Daisho OP Holdings, LLC ("Daisho") pursuant to which NNN OP issued its Class M OP Units to Daisho as consideration for the contribution (the "Self-Management Transaction"). In connection with the Self-Management Transaction, BrixInvest distributed all of its membership interests in Daisho to the members of BrixInvest. After the one-year anniversary of the Self-Management Transaction, Daisho is expected to distribute the Class M OP Units to its members. |
| 2. The reported securities represent the reporting person's proportionate interest in the total amount of Class M OP Units held directly by Daisho. |
| 3. Pursuant to the provisions contained in the second amended and restated limited partnership agreement of NNN OP, a holder of Class M OP Units that have been outstanding for at least one year may be converted into shares of the issuer's Class C common stock, subject to a reduced conversion ratio if converted prior to December 31, 2023. The Class M OP Units that are held for four years are convertible at an initial conversion ratio of 5.0 which may increase if certain performance milestones are achieved. |
| 4. There is no expiration date in connection with the Class M OP Units issued to the reporting person. |
| 5. The Class M OP Units were issued to Daisho in exchange for Daisho's contribution of its assets in the Self-Management Transaction. Accordingly, the price per derivative security is not applicable. |
| 6. The reported securities are held directly by Daisho. The reporting person holds a non-controlling equity interest in Daisho. |
| Remarks: |
| Joe F. Hanauer | 01/03/2020 | |
| ** 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. | ||
