MODIV INDUSTRIAL, INC. — Regulatory Filings 2018

Aug 20, 2018

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-205684

RW HOLDINGS NNN REIT, INC.

SUPPLEMENT NO. 3 DATED AUGUST 20, 2018

TO

PROSPECTUS DATED APRIL 25, 2018

(as supplemented by Supplement No. 1 dated May 16, 2018 and

Supplement No. 2 dated August 15, 2018)

This prospectus supplement (“Supplement”) amends and supplements our prospectus, dated April 25, 2018, as supplemented by Supplement No. 1 dated May 16, 2018 and Supplement No. 2 dated August 15, 2018 (the “Prospectus”). This Supplement should be read in conjunction with the Prospectus, as previously supplemented. This Supplement is not complete without and may not be delivered or used except in conjunction with, the Prospectus, including any amendments or previous supplements to it. This Supplement is qualified by reference to the Prospectus, as previously supplemented, except to the extent that the information provided by this Supplement supersedes information contained in the Prospectus, as previously supplemented.

Unless the context suggests otherwise, capitalized terms used in this Supplement shall have the same meanings as in the Prospectus.

The purpose of this Supplement is as follows:

A. To include an amendment to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2018.

PROSPECTUS UPDATES

A. Quarterly Report on Form 10-Q/A for the Period Ended June 30, 2018

On August 17, 2018, we filed an amendment to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 with the SEC. The report is attached to this Supplement.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Amendment No. 1)

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2018

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from__to____

Commission file number: 000-55776

RW HOLDINGS NNN REIT, INC.

(Exact name of registrant as specified in its charter)

Maryland	47-4156046
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
3090 Bristol Street, Suite 550, Costa Mesa, CA	92626
(Address of principal executive offices)	(Zip Code)

(855) 742-4862

(Registrant’s telephone number, including area code:)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

| Large
accelerated filer ¨ | Accelerated
filer ¨ |
| --- | --- |
| Non-accelerated
filer ¨ | Smaller reporting
company x |
| (Do not check if a smaller reporting company) | |
| | Emerging growth
company x |

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

As of August 8, 2018, there were 11,529,291 shares of Class C common stock outstanding and 3,117 shares of Class S common stock outstanding.

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EXPLANATORY NOTE

Due to a clerical error, the initial filing of the registrant’s Form 10-Q for the quarterly period ended June 30, 2018 (the “Initial 10-Q Filing”) included an incorrect number of shares of Class C common stock outstanding as of August 8, 2018 on the above cover page. This amended Form 10-Q is being filed solely to correct that error.

No other changes have been made to the Initial 10-Q Filing. This amended Form 10-Q does not reflect events that may have occurred subsequent to the filing of the Initial 10-Q Filing and, except as noted above, does not modify or update in any way disclosures made in the Initial 10-Q Filing.

PART II. OTHER INFORMATION

Item 6. Exhibits

The exhibits listed in the Exhibit Index below are included herewith or incorporated herein by reference.

Exhibit	Description
2.1+	Agreement for Purchase
and Sale of 2210-2260 Martin Avenue, Santa Clara, California, dated August 25, 2017, between San Tomas Income Partners LLC
and Rich Uncles NNN Operating Partnership, LP (incorporated by reference to Exhibit 2.1 to the Company’s Current Report
on Form 8-K (File No. 333-205684) filed with the Securities and Exchange Commission on October 4, 2017)
2.2+	Purchase Agreement,
dated December 18, 2017, between Reasons Aviation, LLC and Rich Uncles NNN Operating Partnership, LP (incorporated by reference
to Exhibit 2.1 to our Current Report on Form 8-K/A (File No. 000-55776) filed with the Securities and Exchange Commission
on January 8, 2018)
3.1+	Articles of Amendment
and Restatement of the Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s
Pre-Effective Amendment No. 8 to the Registration Statement on Form S-11 (File No. 333-205684) filed with the Securities and
Exchange Commission on May 23, 2016)
3.2+	Articles of Amendment
to the Articles of Incorporation of RW Holdings NNN REIT, Inc. to increase the authorized number of shares of our stock (incorporated
by reference to Exhibit 3.2 to our Quarterly Report on Form 10-Q (File No. 000-55776) filed with the Securities and Exchange
Commission on August 15, 2017)
3.3+	Articles of Amendment
to the Articles of Incorporation of RW Holdings NNN REIT, Inc. to change the name and designation of our stock (incorporated
by reference to Exhibit 3.3 to our Quarterly Report on Form 10-Q (File No. 000-55776) filed with the Securities and Exchange
Commission on August 15, 2017)
3.4+	Articles of Amendment
to the Articles of Incorporation of RW Holdings NNN REIT, Inc. to change our name to RW Holdings NNN REIT, Inc. (incorporated
by reference to Exhibit 3.4 to our Quarterly Report on Form 10-Q (File No. 000-55776) filed with the Securities and Exchange
Commission on August 15, 2017)
3.5+	Articles Supplementary
of RW Holdings NNN REIT, Inc. reclassifying 100,000,000 unissued shares of Class C common stock as Class S common stock (incorporated
by reference to Exhibit 3.5 to our Quarterly Report on Form 10-Q (File No. 000-55776) filed with the Securities and Exchange
Commission on August 15, 2017)
3.6+	Certificate of
Notice, dated August 11, 2017 (incorporated by reference to Exhibit 3.4 to our Current Report on Form 8-K (File No. 000-55776),
filed August 17, 2017)
3.7+	Bylaws of RW Holdings
NNN REIT, Inc. (incorporated by reference to Exhibit 3.2 to our Registration Statement on Form S-11 (File No. 333-205684)
filed with the Securities and Exchange Commission on July 15, 2015)
10.1+	Amendment No. 1
to Second Amended and Restated Advisory Agreement
31.1+	Certification of
the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2+	Certification of
the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.3*	Certification of
the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.4*	Certification of
the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1+	Certifications
of the Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	XBRL INSTANCE DOCUMENT
101.SCH	XBRL TAXONOMY EXTENSION
SCHEMA DOCUMENT
101.CAL	XBRL TAXONOMY EXTENSION
CALCULATION LINKBASE
101.DEF	XBRL TAXONOMY EXTENSION
DEFINITION LINKBASE
101.LAB	XBRL TAXONOMY EXTENSION
LABELS LINKBASE
101.PRE	XBRL TAXONOMY EXTENSION
PRESENTATION LINKBASE
*	Filed herewith.
+	Previously filed
or furnished with, or incorporated by reference in, the Initial 10-Q Filing.

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SIGNATURES

Pursuant to the requirements Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.

RW Holdings NNN REIT, Inc.
(Registrant)
By:	/s/ HAROLD HOFER
Name:	Harold Hofer
Title:	Chief Executive Officer (principal executive officer)
By:	/s/ RAYMOND J. PACINI
Name:	Raymond J. Pacini
Title:	Chief Financial Officer (principal financial officer)

Date: August 16, 2018

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