SEC Form 4 · accession 0001144204-18-039416
American Finance Trust, Inc · AFIN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Edward M Weil Jr.
Officer — CEO and President · Director
Period of report
Feb 16, 2017
Accepted (ET)
Jul 23, 2018 · 9:00 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001568162
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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class A UnitsF3,F1,F2 | $0.00 | Feb 16, 2017 | A | 30,601 | A | — | — | Common Stock | 30,601 | 30,691 | I |
Explanation of responses
- F1On February 16, 2017, American Finance Trust, Inc. (the "Company") and its operating partnership, American Finance Operating Partnership, L.P. (the "OP"), completed (a) the merger of American Realty Capital -- Retail Centers of America, Inc. ("RCA") with and into a subsidiary of the Company, with the subsidiary surviving as a wholly owned subsidiary of the Company and (b) the merger of American Realty Capital Retail Operating Partnership, L.P. (the "RCA OP") with and into the OP, with the OP as the surviving entity (together, the "Merger"). In connection with, and subject to the terms and conditions of the agreement governing the Merger, limited partner interests in the RCA OP designated as "OP units" held by American Realty Capital Retail Advisor, LLC (the "RCA Advisor"), an affiliate of the Company's advisor that served as the external advisor to RCA, were exchanged for limited partner interests in the OP designated as "OP units" ("OP Units").
- F2Pursuant to the redemption provisions contained in the agreement of limited partnership of the OP, a holder of OP Units that (subject to certain exceptions) have been outstanding for at least one year may redeem all or a portion of his, her or its OP Units for, at the Registrant's election, either shares of common stock or the cash equivalent thereof.
- F3The reporting person is the chief executive officer, and also holds a non-controlling equity interest in, the entities that own and control the RCA 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.