SEC Form 4 · accession 0001144204-18-039417
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
Jul 19, 2018
Accepted (ET)
Jul 23, 2018 · 9:01 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001568162
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1,F2,F3,F5,F6 | Jul 19, 2018 | C | 1,052,420 | — | A | 1,061,308 | I | See footnote |
| Class A Common StockF3,F4,F5,F6,F7 | Jul 20, 2018 | C | 30,691 | — | A | 1,091,999 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class A UnitsF6,F1,F2,F3 | $0.00 | Jul 19, 2018 | A | 1,052,420 | A | — | — | Class A Common Stock | 1,052,420 | 1,083,111 | I |
| Class A UnitsF6,F1,F2,F3 | $0.00 | Jul 19, 2018 | C | 1,052,420 | D | — | — | Class A Common Stock | 1,052,420 | 30,691 | I |
| Class A UnitsF6,F3,F4 | $0.00 | Jul 20, 2018 | C | 30,691 | D | — | — | Class A Common Stock | 30,691 | 0 | I |
Explanation of responses
- F1American Finance Advisors, LLC (the "Advisor"), the external advisor of American Finance Trust, Inc. (the "Registrant"), was entitled to a "profits interest" in the form of units of limited partnership designated as "Class B Units" ("Class B Units") of American Finance Operating Partnership, L.P. (the "OP") in connection with its asset management services.
- F2Effective at the listing of the Registrant's Class A common stock on The Nasdaq Global Select Market under the symbol "AFIN" on July 19, 2018 (the "Listing"), 1,052,420 Class B Units, all of which were owned by the Advisor, were converted into an equal number of units of limited partnership of the OP designated as "Class A Units" ("Class A Units") in accordance with the terms of the agreement of limited partnership of the OP. Following this conversion, the Registrant, as the General Partner of the OP, redeemed these Class A Units for an equal number of shares of the Registrant's newly issued Class A common stock consistent with the redemption provisions contained in the agreement of limited partnership of the OP.
- F3Pursuant to the redemption provisions contained in the agreement of limited partnership of the OP, a holder of Class A 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 Class A Units for, at the Registrant's election, either shares of Class A common stock or the cash equivalent thereof.
- F4Following the Listing, 30,690.5 Class A Units held by affiliates of the Advisor, American Realty Capital Retail Advisor, LLC and American Finance Special Limited Partner, LLC (collectively, the "Advisor Parties"), were redeemed by the Registrant, as the General Partner of the OP, for an equal number of shares of the Registrant's newly issued Class A common stock consistent with the redemption provisions contained in the agreement of limited partnership of the OP.
- F5Prior to the Listing, the Special Limited partner owned 8,888 shares of common stock which, following a series of corporate actions prior to the Listing described in the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 9, 2018, became 4,444 shares of Class A common stock, 2,222 shares of the Registrant's Class B-1 common stock and 2,222 shares of the Registrant's Class B-2 common stock.
- F6The reporting person is the chief executive officer, and also holds a non-controlling equity interest in, the entities that own and control the Advisor and the Advisor Parties, which own 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.
- F7The shares of Class A common stock were subsequently distributed pro rata to the equity owners of the Advisor and the Advisor Parties and a portion of the shares which the reporting person reported herein except to the extent of his pecuniary interest are now held directly by the reporting person. The number of shares of Class A common stock beneficially owned by the reporting person following this distribution is 38,173.