MODIV INDUSTRIAL, INC. — Director's Dealing 2021

Jan 27, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MODIV INC. (NONE)
CIK: 0001645873
Period of Report: 2021-01-25

Reporting Person: Halfacre Aaron Scott (Director, CEO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-01-25	Class R OP Units	$0.0	A	632000	Acquired		Class R OP Units (632000.0)	Direct

Footnotes

F1: A total of 632,000 Class R OP units were issued to the reporting person, including 120,000 Class R OP Units issued to the reporting person for his 2020 compensation and 512,000 Class R OP Units issued for his equity incentive compensation for the three-year period ending December 31, 2023. The Class R OP Units will be adjusted to 210,667 units on February 1, 2021 to reflect the issuer's 1:3 reverse stock split. The Class R OP Units vest on March 31, 2024, or upon the occurrence of certain events pursuant to the Third Amended and Restated Limited Partnership Agreement. The Class R OP Units are convertible into Class C OP Units on March 31, 2024 at a conversion ratio of 1:1 which may increase to a conversion ratio of 1:2.5 if the performance milestone set forth in the Third Amended and Restated Limited Partnership Agreement is achieved.

F2: There is no expiration date in connection with the Class R OP Units issued to the reporting person.

F3: There is no market for Class R OP Units. Accordingly, the price per derivative security is not applicable.