Leslie D. Michelson - Sep 12, 2023 Form 4 Insider Report for Global Net Lease, Inc. (GNL)

Role: Director
Signature: /s/ Leslie D. Michelson
Stock symbol: GNL
Transactions as of: Sep 12, 2023
Transactions value $: $0
Form type: 4
Date filed: 9/13/2023, 05:23 PM
Previous filing: Jul 12, 2023
Next filing: Jan 26, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	GNL	Common Stock	Award		+64.5K			64.5K	Sep 12, 2023	Direct	F1, F2

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

Explanation of Responses:

Id	Content
F1	Pursuant to the terms of an Agreement and Plan of Merger, dated as of May 23, 2023 (the "Merger Agreement"), by and among Global Net Lease, Inc. ("GNL"), Global Net Lease Operating Partnership, L.P. ("GNL OP"), The Necessity Retail REIT, Inc. ("RTL"), The Necessity Retail REIT Operating Partnership, L.P. ("RTL OP"), Osmosis Sub I, LLC, a wholly-owned subsidiary of GNL ("REIT Merger Sub"), and Osmosis Sub II, LLC, a wholly-owned subsidiary of GNL OP ("OP Merger Sub"), RTL merged with and into REIT Merger Sub, with REIT Merger Sub continuing as the surviving entity and a wholly-owned subsidiary of GNL (the "REIT Merger"), and OP Merger Sub merged with and into RTL OP, with RTL OP continuing as the surviving entity.
F2	At the effective time of the REIT Merger, each issued and outstanding share of RTL's Class A Common Stock, par value $0.01 per share (or fraction thereof), was converted into the right to receive 0.670 shares of validly issued, fully paid and nonassessable shares of GNL's Common Stock, par value $0.01 per share.

Content

Pursuant to the terms of an Agreement and Plan of Merger, dated as of May 23, 2023 (the "Merger Agreement"), by and among Global Net Lease, Inc. ("GNL"), Global Net Lease Operating Partnership, L.P. ("GNL OP"), The Necessity Retail REIT, Inc. ("RTL"), The Necessity Retail REIT Operating Partnership, L.P. ("RTL OP"), Osmosis Sub I, LLC, a wholly-owned subsidiary of GNL ("REIT Merger Sub"), and Osmosis Sub II, LLC, a wholly-owned subsidiary of GNL OP ("OP Merger Sub"), RTL merged with and into REIT Merger Sub, with REIT Merger Sub continuing as the surviving entity and a wholly-owned subsidiary of GNL (the "REIT Merger"), and OP Merger Sub merged with and into RTL OP, with RTL OP continuing as the surviving entity.

At the effective time of the REIT Merger, each issued and outstanding share of RTL's Class A Common Stock, par value $0.01 per share (or fraction thereof), was converted into the right to receive 0.670 shares of validly issued, fully paid and nonassessable shares of GNL's Common Stock, par value $0.01 per share.