SEC Form 4 · accession 0001144204-15-040970
Global Net Lease, Inc. · GNL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
William M Kahane
Director
Period of report
Jun 3, 2015
Accepted (ET)
Jul 2, 2015 · 9:53 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001526113
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3,F4 | Jun 3, 2015 | J | 5,000 | $9.25 | A | 133,333 | I | SEE FOOTNOTE |
| Common StockF1,F2,F3,F4 | Jun 3, 2015 | J | 2,500 | $9.20 | A | 133,333 | I | SEE FOOTNOTE |
| Common StockF1,F2,F3,F4 | Jun 3, 2015 | J | 10,000 | $9.1828 | A | 133,333 | I | SEE FOOTNOTE |
| Common StockF1,F2,F3,F4 | Jun 3, 2015 | J | 5,000 | $9.1613 | A | 133,333 | I | SEE FOOTNOTE |
| Common StockF1,F2,F3,F4 | Jun 3, 2015 | J | 10,000 | $9.2286 | A | 133,333 | I | SEE FOOTNOTE |
| Common StockF1,F2,F3,F4 | Jun 3, 2015 | J | 1,300 | $9.2358 | A | 133,333 | I | SEE FOOTNOTE |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Operating Partnership UnitsF10,F5,F9 | $0.00 | Jun 30, 2015 | P | 10,138 | A | — | — | Common Stock | 10,138 | 10,138 | D |
| Operating Partnership UnitsF6,F5,F10,F9 | $0.00 | Jun 30, 2015 | J | 174,485 | A | — | — | Common Stock | 174,485 | 174,485 | D |
| LTIP UnitsF8,F9,F11 | $0.00 | Jun 30, 2015 | J | 9,041,801 | A | — | — | Common Stock | 9,041,801 | 9,041,801 | I |
| Restricted Stock UnitsF12 | — | Jun 30, 2015 | A | 40,000 | A | — | — | Common Stock | 40,000 | 40,000 | D |
| Operating Partnership UnitsF7,F10 | — | holding | — | — | — | — | — | Common Stock | 3 | 3 | D |
Explanation of responses
- F1These open-market purchases were executed in multiple trades at prices ranging from $9.1613 to $9.25, in the amounts and prices reflected above. These purchases were rescinded on June 5, 2015 and never settled.
- F10The Advisor, which previously owned the reported securities, is controlled by ARC. The reporting person is a manager and equity holder of ARC. The securities were subsequently distributed pro rata to the ultimate owners of ARC.
- F11The Advisor, which owns the reported securities, is controlled by ARC. The reporting person is a manager and equity holder of ARC. The reporting person disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein.
- F12Represents restricted stock units ("RSUs") issued pursuant to the issuer's Amended and Restated Incentive Restricted Share Plan. RSUs vest ratably over a five-year period beginning on June 2, 2016 in increments of 20% per annum. Each RSU represents the contingent right to receive one share of the issuer's common stock upon vesting of the RSU.
- F2Includes 22,222 of previously reported shares held by American Realty Capital Global Trust Special Limited Partner, LLC, which is controlled by AR Capital, LLC ("ARC"). The reporting person is a manager and equity holder of ARC. The reporting person disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein.
- F3Includes 111,111 shares of previously reported shares held by ARC directly. The reporting person is a manager and equity holder of ARC. The reporting person disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein.
- F4The purchases were made by a trust over which the reporting person has investment control.
- F5Issued pursuant to a Contribution and Exchange Agreement entered into between Global Net Lease Advisors, LLC (the "Advisor") and Global Net Lease Operating Partnership, L.P. (the "Operating Partnership"), dated June 2, 2015 whereby the Advisor contributed $750,000 in cash to the Operating Partnership in exchange for 83,333 OP Units.
- F6The Advisor was entitled to a "profits interest" in the form of Class B Units in the Operating Partnership in connection with its asset management services. Upon the listing of the issuer's shares of common stock on New York Stock Exchange on June 2, 2015, each outstanding Class B Unit in the Operating Partnership was converted automatically into one OP Unit.
- F7In return for the initial capital contribution of $200 made by the Advisor in connection with the issuer's formation, the Operating Partnership issued 22 OP Units to the Advisor. The securities were subsequently distributed pro rata to the ultimate owners of the Advisor and 3 OP Units are now held directly by the reporting person. Terms of the OP Units previously reported on the reporting person's Form 3 filed on December 11, 2014.
- F8Under the Multi-Year Outperformance Agreement, the Advisor will be eligible to earn performance-based bonus awards in the form of LTIP Units with a maximum value on the issuance date equal to 5% of the issuer's market capitalization on June 2, 2015. Subject to Advisor's continued service through each vesting date, LTIP Units will vest 1/3 on each of June 2, 2018, June 2, 2019 and June 2, 2020. Any earned and vested LTIP Units may be converted into OP Units in accordance with the terms and conditions of the partnership agreement of the Operating Partnership.
- F9Units are exchangeable for cash or, at the option of the issuer, shares of the issuer's common stock on a one-to-one basis. OP Units are exchangeable, except under certain limited circumstances, beginning one year from the date of issuance, which includes the holding period of any units that were converted into OP Units (e.g., Class B Units, LTIP Units) and have no expiration date.