Edward M. Weil Jr. - Sep 11, 2023 Form 4 Insider Report for Necessity Retail REIT, Inc. (RTL)

Role
Director, 10%+ Owner
Signature
/s/ Edward M. Weil, Jr.
Stock symbol
RTL
Transactions as of
Sep 11, 2023
Transactions value $
$0
Form type
4
Date filed
9/13/2023, 09:57 PM
Previous filing
Mar 1, 2023
Next filing
Sep 14, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction RTL Class A Common Stock Options Exercise +5.57M 5.57M Sep 11, 2023 See Footnote F1, F2
transaction RTL Class A Common Stock Disposed to Issuer -5.57M -100% 0 Sep 12, 2023 See Footnote F2, F3
transaction RTL Class A Common Stock Disposed to Issuer -66.5K -100% 0 Sep 12, 2023 Direct F3

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 Options Exercise -5.57M -65.3% 2.96M Sep 12, 2023 Class A Common Stock 5.57M $0.00 See Footnote F1, F2, F3
transaction RTL LTIP Units Disposed to Issuer -2.96M -100% 0 Sep 12, 2023 Class A Common Stock 2.96M $0.00 See Footnote F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Edward M. Weil Jr. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Units of limited partnership interest designated as "LTIP Units" ("LTIP Units") in The Necessity Retail REIT Operating Partnership, L.P. (the "OP"), the operating partnership of the Issuer, issued to the Issuer's external advisor The Necessity Retail REIT 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 and converted to shares of the Issuer's Class A Common Stock.
F2 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.
F3 Disposed of pursuant to merger agreement between the Issuer, Global Net Lease, Inc. ("GNL") and certain other parties, dated May 23, 2023, in exchange for shares of GNL Common Stock, at an exchange ratio of 0.67 per share.