Edward M. Weil Jr. - Jun 14, 2021 Form 4 Insider Report for Global Net Lease, Inc. (GNL)

Role: Director
Signature: /s/ Edward M. Weil, Jr.
Stock symbol: GNL
Transactions as of: Jun 14, 2021
Transactions value $: $0
Form type: 4
Date filed: 6/16/2021, 06:06 PM
Previous filing: Jun 4, 2021
Next filing: Jun 22, 2021

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	GNL	LTIP Units	Disposed to Issuer		-419K	-16.42%		2.14M	Jun 14, 2021	Common Stock	419K	$0.00	See footnote	F1, F2, F3, F4
transaction	GNL	LTIP Units	Conversion of derivative security		-2.14M	-100%		0	Jun 14, 2021	Common Stock	2.14M	$0.00	See footnote	F1, F2, F3, F4
transaction	GNL	OP Units	Conversion of derivative security		+2.14M			2.14M	Jun 14, 2021	Common Stock	2.14M	$0.00	See footnote	F1, F2, F3, F4

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

Explanation of Responses:

Id	Content
F1	Represents 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").
F2	These LTIP Units could 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. If and when the Advisor's capital account with respect to an LTIP Unit is equal to the capital account balance of a unit of limited partnership interest in the OP designated as an "OP Unit" ("OP Unit"), the Advisor, in its sole discretion, is entitled to convert the earned LTIP Unit into an OP Unit.
F3	On June 14, 2021, the compensation committee of the board of directors of the Company determined that the extent to which the performance goals had been achieved during the performance period resulted in 2,135,496 of the LTIP Units being earned. LTIP Units that are earned also become vested. Following the compensation committee's determination, the 419,434 LTIP Units that were not earned were automatically forfeited without the payment of any consideration by the Company or the OP. On June 14, 2021, the Advisor exercised its discretion and the earned LTIP Units were converted into OP Units. OP Units may be redeemed on a one-for-one basis for, at the Company's election, a share of the Company's common stock or the cash equivalent thereof.
F4	Held directly by the Advisor. The reporting person holds a non-controlling equity interest in the entities that own and control the Advisor and is also the chief executive officer of one of those entities. The reporting person disclaims beneficial ownership of the securities held by the Advisor except to the extent of his pecuniary interest therein.