MODIV INDUSTRIAL, INC. — Director's Dealing 2020

Jan 7, 2020

SEC Form 4/A — Form 4/A

Issuer: RW HOLDINGS NNN REIT, INC. (NONE)
CIK: 0001645873
Period of Report: 2019-12-31

Reporting Person: Halfacre Aaron Scott (Director, CEO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-12-31	Class M OP Units	$0.0	A	20000	Acquired		Class M OP Units (100000.0)	Indirect
2019-12-31	Class P OP Units	$0.0	A	40000	Acquired		Class P OP Units (200000.0)	Direct

Footnotes

F1: On December 31, 2019, the issuer and its operating partnership, RW Holdings NNN REIT Operating Partnership, L.P. ("NNN OP") completed the acquisition of the business of its former advisor, BrixInvest, LLC ("BrixInvest") through a contribution of substantially all of the assets and liabilities of BrixInvest to NNN OP by BrixInvest's wholly owned subsidiary Daisho OP Holdings, LLC ("Daisho") pursuant to which NNN OP issued its Class M OP Units to Daisho as consideration for the contribution (the "Self-Management Transaction"). In connection with the Self-Management Transaction, BrixInvest distributed all of its membership interests in Daisho to the members of BrixInvest. After the one-year anniversary of the Self-Management Transaction, Daisho is expected to distribute the Class M OP Units to its members.

F2: The reported securities represent the reporting person's proportionate interest in the total amount of Class M OP Units held directly by Daisho.

F3: Pursuant to the provisions contained in the second amended and restated limited partnership agreement of NNN OP, a holder of Class M OP Units that have been outstanding for at least one year may be converted into shares of the issuer's Class C common stock, subject to a reduced conversion ratio if converted prior to December 31, 2023. The Class M OP Units that are held for four years are convertible at an initial conversion ratio of 5.0 which may increase if certain performance milestones are achieved.

F4: There is no expiration date in connection with the Class M OP Units issued to the reporting person.

F5: The Class M OP Units were issued to Daisho in exchange for Daisho's contribution of its assets in the Self-Management Transaction. Accordingly, the price per derivative security is not applicable

F6: The reported securities are held directly by Daisho. The reporting person is the chief executive officer of the issuer and holds a non-controlling equity interest in Daisho.

F7: A total of 40,000 Class P OP Units were issued to the reporting person, including 19,738 Class P OP Units in connection with the Self-Management Transaction and 20,262 Class P OP Units issued to the reporting person in connection with his 2019 bonus and 2020 equity incentive compensation. The Class P OP Units have similar conversion rights as the Class M OP Units, but the restrictions do not lapse until March 31, 2024 or upon the occurrence of certain events pursuant to the second amended and restated limited partnership agreement of NNN OP and the reporting person's restricted units award agreement.

F8: There is no expiration date in connection with the Class P OP Units issued to the reporting person

F9: There is no market for Class P OP Units. Accordingly, the price per derivative security is not applicable.