Michael C. Hughes - Jan 23, 2024 Form 4 Insider Report for SPIRIT REALTY CAPITAL, INC. (SRC)

Role: EVP, CFO
Signature: /s/Rochelle Thomas
Stock symbol: SRC
Transactions as of: Jan 23, 2024
Transactions value $: $0
Form type: 4
Date filed: 1/23/2024, 09:25 AM
Previous filing: Jan 2, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SRC	Common stock, par value $0.05 per share	Award	$0	+18.1K	+14.61%	$0.00	142K	Jan 23, 2024	Direct	F1
transaction	SRC	Common stock, par value $0.05 per share	Award	$0	+43.8K	+30.84%	$0.00	186K	Jan 23, 2024	Direct	F2
transaction	SRC	Common stock, par value $0.05 per share	Disposed to Issuer	$0	-186K	-100%	$0.00^*	0	Jan 23, 2024	Direct	F3
transaction	SRC	Common stock par value $0.05 per share	Disposed to Issuer	$0	-40	-100%	$0.00^*	0	Jan 23, 2024	By Son	F4
transaction	SRC	Common stock, par value $0.05 per share	Disposed to Issuer	$0	-40	-100%	$0.00^*	0	Jan 23, 2024	By Daughter	F4
transaction	SRC	Common stock, par value $0.05 per share	Disposed to Issuer	$0	-160	-100%	$0.00^*	0	Jan 23, 2024	By Spouse	F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents shares underlying a Performance Share Award granted on February 9, 2022 pursuant to the Company's incentive award plan. Pursuant to the Agreement and Plan of Merger by and among Realty Income Corporation, Saints MD Subsidiary, Inc. and the Company, dated as of October 29, 2023 (as amended or supplemented), as of the Effective Time (defined in the Merger Agreement), Performance Share Awards were converted into the right to receive a number of whole shares of Realty Income common stock equal to the product obtained by multiplying (A) the number of shares of Spirit common stock subject to such Performance Share Award determined based on the greater of target performance and the actual level of achievement of the applicable performance goals as of immediately prior to the Effective Time by (B) the .762 (the Exchange Ratio), and corresponding cash dividend equivalents. The Company determined the pre-established performance goals had been achieved at 200% of target performance.
F2	Represents shares underlying a Performance Share Award granted on January 19, 2023 pursuant to the Company's incentive award plan. Pursuant to the Agreement and Plan of Merger by and among Realty Income Corporation, Saints MD Subsidiary, Inc. and the Company, dated as of October 29, 2023 (as amended or supplemented), as of the Effective Time (defined in the Merger Agreement), Performance Share Awards were converted into the right to receive a number of whole shares of Realty Income common stock equal to the product obtained by multiplying (A) the number of shares of Spirit common stock subject to such Performance Share Award determined based on the greater of target performance and the actual level of achievement of the applicable performance goals as of immediately prior to the Effective Time by (B) the .762 (the Exchange Ratio), and corresponding cash dividend equivalents. The Company determined the pre-established performance goals had been achieved at 292.30% of target performance
F3	Represents shares of the Company's common stock (including in respect of shares underlying Performance Share Awards, net of income tax and remittance obligations) disposed in connection with the Agreement and Plan of Merger by and among Realty Income Corporation (Realty Income), Saints MD Subsidiary, Inc. and the Company, dated as of October 29, 2023 (as amended or supplemented from time to time, the Merger Agreement). In accordance with the Merger Agreement, upon the Effective Time, each share of the Company's common stock was converted into the right to receive 0.762 shares of common stock of Realty Income.
F4	Represents shares of the Company's common stock disposed in connection with the Agreement and Plan of Merger by and among Realty Income Corporation (Realty Income), Saints MD Subsidiary, Inc. and the Company, dated as of October 29, 2023 (as amended or supplemented from time to time, the Merger Agreement). In accordance with the Merger Agreement, upon the Effective Time, each share of the Company's common stock was converted into the right to receive 0.762 shares of common stock of Realty Income.