David Henry - Nov 1, 2021 Form 4 Insider Report for VEREIT, Inc. (VER)

Role: Director
Signature: /s/ Justin A. Shuler, by power of attorney
Stock symbol: VER
Transactions as of: Nov 1, 2021
Transactions value $: $0
Form type: 4
Date filed: 11/1/2021, 06:19 PM
Previous filing: Aug 20, 2021
Next filing: Dec 10, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	VER	Common Stock	Disposed to Issuer	$0	-10.5K	-50.65%	$0.00	10.3K	Nov 1, 2021	Direct	F1
transaction	VER	Common Stock	Disposed to Issuer	$0	-10.3K	-100%	$0.00^*	0	Nov 1, 2021	Direct	F2

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

David Henry is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Represents shares of VEREIT, Inc. ("VEREIT") common stock disposed in connection with the Agreement and Plan of Merger by and among Realty Income Corporation ("Realty Income"), Rams MD Subsidiary I, Inc., Rams Acquisition Sub II, LLC, VEREIT and VEREIT Operating Partnership, L.P., dated as of April 29, 2021 (as amended or supplemented from time to time, the "Merger Agreement"). In accordance with the Merger Agreement, upon the Effective Time (as defined in the Merger Agreement), each share of VEREIT common stock was converted into the right to receive 0.705 shares of common stock of Realty Income (the "Exchange Ratio").
F2	As of the Effective Time, deferred stock units awarded to the Reporting Person were converted into a number of newly issued shares of Realty Income common stock equal to the product obtained by multiplying the number of shares of VEREIT common stock subject to such deferred stock unit award as of immediately prior to the Effective Time by the Exchange Ratio.

Content

Represents shares of VEREIT, Inc. ("VEREIT") common stock disposed in connection with the Agreement and Plan of Merger by and among Realty Income Corporation ("Realty Income"), Rams MD Subsidiary I, Inc., Rams Acquisition Sub II, LLC, VEREIT and VEREIT Operating Partnership, L.P., dated as of April 29, 2021 (as amended or supplemented from time to time, the "Merger Agreement"). In accordance with the Merger Agreement, upon the Effective Time (as defined in the Merger Agreement), each share of VEREIT common stock was converted into the right to receive 0.705 shares of common stock of Realty Income (the "Exchange Ratio").

As of the Effective Time, deferred stock units awarded to the Reporting Person were converted into a number of newly issued shares of Realty Income common stock equal to the product obtained by multiplying the number of shares of VEREIT common stock subject to such deferred stock unit award as of immediately prior to the Effective Time by the Exchange Ratio.