Edward M. Weil Jr. - Jul 21, 2021 Form 4 Insider Report for American Finance Trust, Inc (RTL)

Role: CEO and President, Director
Signature: /s/ Edward M. Weil, Jr.
Stock symbol: RTL
Transactions as of: Jul 21, 2021
Transactions value $: $0
Form type: 4
Date filed: 7/21/2021, 05:01 PM
Previous filing: Jun 28, 2021
Next filing: Feb 4, 2022

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	RTL	LTIP Units	Disposed to Issuer		-4.5M	-100%		0	Jul 21, 2021	Class A Common Stock	4.5M	$0.00	See footnote	F1, F2, F3, F4
transaction	RTL	LTIP Units	Award		+8.53M			8.53M	Jul 21, 2021	Class A Common Stock	8.53M	$0.00	See footnote	F1, F2, F4, F5

* 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 American Finance Operating Partnership, L.P. (the "OP"), the operating partnership of American Finance Trust, Inc. (the "Company"), issued to the Company's external advisor, American Finance Advisors, LLC (the "Advisor"), pursuant to the 2018 Advisor Omnibus Incentive Compensation Plan of the Company (the "Advisor Plan"). LTIP Units that are earned also become vested.
F2	Any LTIP Units that are not earned will automatically be forfeited without the payment of any consideration by the Company or the OP. If and when the Advisor's capital account with respect to an earned LTIP Unit is equal to the capital account balance of a unit of limited partnership interest in the OP designated as a "Class A Unit" ("Class A Units"), the Advisor, in its sole discretion, will be entitled to convert the earned LTIP Unit into a Class A Unit, which may in turn be redeemed on a one-for-one basis for, at the Company's election, a share of the Company's Class A common stock or the cash equivalent thereof.
F3	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 three-year performance period that ended on July 19, 2021. On July 21, 2021, the compensation committee of the board of directors of the Company determined that the performance goals applicable to these LTIP Units had not been achieved, such that all 4,496,796 of these LTIP Units were not earned, and were thus automatically forfeited effective as of July 19, 2021 without the payment of any consideration by the Company or the OP.
F4	The reporting person is the chief executive officer, and also holds a non-controlling equity interest in, the entities that own and control the Advisor. The Advisor holds the reported securities. The reporting person disclaims beneficial ownership of the securities held by the Advisor except to the extent of his pecuniary interest therein.
F5	These LTIP Units may 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 July 20, 2021 and ending on the earliest of (i) July 20, 2024, (ii) the effective date of any Change of Control (as defined in the Advisor Plan) and (iii) the effective date of any termination of the Advisor's service as advisor of the Company.