Attached files
| file | filename |
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| EX-4.2 - EXHIBIT 4.2 - MODIV INC. | nc10011128x1_ex4-2.htm |
| EX-4.1 - EXHIBIT 4.1 - MODIV INC. | nc10011128x1_ex4-1.htm |
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 20, 2020
RW
Holdings NNN REIT, Inc.
(Exact name of registrant as specified in its charter)
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Maryland
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000-55776
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47-4156046
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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3090 Bristol Street, Suite 550
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Costa Mesa, California
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92626
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (855) 742-4862
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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None
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None
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None
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
| Item 8.01 |
Other Events.
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Amended and Restated Share Repurchase Programs
RW Holdings NNN REIT, Inc. (the “Company”)
maintains share repurchase programs (the “SRPs”) to provide limited liquidity to holders of shares of the Company’s Class C and Class S common stock. Notwithstanding these SRPs, real estate programs, such as the Company, represent an illiquid asset class and there is no guarantee that liquidity will be available, particularly over the short term.
On April 20, 2020, the Company’s board of
directors approved amended and restated SRPs for shares of its Class C and Class S common stock. The principal change reflected in the amended and restated SRPs is as follows:
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•
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Procedures for Repurchase were amended to
provide the Company the discretion, but not the obligation, under extraordinary market or economic circumstances, to make a special repurchase in
equal, nominal quantities of shares from all stockholders who have submitted share repurchase requests during the period (“Extraordinary Circumstance Repurchase”). Extraordinary Circumstance Repurchases will precede any pro rata share
repurchases that may be made during the period.
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No other provisions of the SRPs were materially changed. The amended and restated SRPs will become effective on April 30, 2020.
The material terms of the amended and restated SRPs are qualified in their entirety by the amended and restated SRPs attached as Exhibits
4.1 and 4.2 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 9.01 |
Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit No.
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Description
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Amended and Restated Share Repurchase Program (Class C Common Stock)
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Amended and Restated Share Repurchase Program (Class S Common Stock)
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
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RW HOLDINGS NNN REIT, INC.
(Registrant)
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By:
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/s/ Raymond J. Pacini
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Name:
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Raymond J. Pacini
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Title:
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Chief Financial Officer
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Date: April 20, 2020