MODIV INDUSTRIAL, INC. — Director's Dealing 2021

May 27, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MODIV INC. (NONE)
CIK: 0001645873
Period of Report: 2021-05-27

Reporting Person: WIRTA RAYMOND E (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-05-27	Class M OP Units	$0.0	A	4103.33	Acquired		Class C Op Units (4103.33)	Direct

Footnotes

F1: Reporting person purchased 2,462 Class M OP units of Modiv Operating Partnership, LP ("Modiv OP") in a private transaction. These units are convertible into 4,103.33 Class C OP units as described in note 2.

F2: Pursuant to the provisions contained in the third amended and restated limited partnership agreement of Modiv OP, a holder of Class M OP units that have been outstanding for at least one year may be converted into Class C OP units, subject to a reduced conversion ratio if converted prior to December 31, 2023. The Class M OP units that are held until December 31, 2023 are convertible at an initial conversion ratio of 1.6667 which may increase if certain performance milestones are achieved. The Class C OP units are convertible into shares of the issuer's Class C common stock at a conversion ratio of 1:1.

F3: There is no expiration date in connection with the Class M OP units.

F4: Reporting person paid $75,000 for the 2,462 Class M OP units. Therefore, the implied price for the 4,103.33 Class C OP units in this transaction is $18.28 per unit.