SEC Form 4 · accession 0001144204-18-039391
Global Net Lease, Inc. · GNL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Edward M Weil Jr.
Director
Period of report
Jul 19, 2018
Accepted (ET)
Jul 23, 2018 · 5:21 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001526113
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| LTIP UnitsF1,F2,F3,F4 | $0.00 | Jul 19, 2018 | A | 2,554,930 | A | — | — | Common Stock | 2,554,930 | 2,554,930 | I |
Explanation of responses
- F1Represents units of limited partnership interest designated as "LTIP Units" ("LTIP Units") in Global Net Lease Operating Partnership, L.P. (the "OP"), the operating partnership of Global Net Lease, Inc. (the "Company"), issued to the Company's external advisor, Global Net Lease Advisors, LLC (the "Advisor") under the 2018 Advisor Multi-Year Outperformance Agreement, dated as of July 19, 2018, among the Company, the OP and the Advisor (the "2018 OPP"). These LTIP Units may be earned by the Advisor based on the Company's achievement of threshold, target and maximum performance goals based on the Company's absolute and relative total stockholder return over a performance period commencing on June 2, 2018 and ending on the earliest of (i) June 2, 2021, (ii) the effective date of any Change of Control (as defined in the 2018 OPP) and (iii) the effective date of any termination of the Advisor's service as advisor of the Company.
- F2LTIP Units earned as of the last day of the performance period will also become vested as of that date. Effective as of that same date, any LTIP Units that are not earned and vested will automatically and without notice be forfeited without the payment of any consideration by the Company or the OP. At the time the Advisor's capital account with respect to an LTIP Unit is economically equivalent to the average capital account balance of a units of limited partnership interest in the OP designated as an "OP Unit" ("OP Units"), the LTIP Unit has been earned and it has been vested for 30 days, the Advisor, in its sole discretion, will be entitled to convert the LTIP Unit into an OP Unit in accordance with the agreement of limited partnership of the OP.
- F3In accordance with, and subject to the terms of, the agreement of limited partnership of the OP, OP Units may be redeemed on a one-for-one basis for, at the Company's election, shares of the Company's common stock or the cash equivalent thereof.
- F4The reporting person is the chief executive officer, and also holds a non-controlling equity interest in, the entities that own and control the Advisor, which owns the reported securities. The reporting person disclaims beneficial ownership of the securities reported on this Form 4 except to the extent of his pecuniary interest therein.