NETSTREIT Corp. — Major Shareholding Notification 2021

Feb 1, 2021

SC 13G 1 p21-0278sc13g.htm NETSTREIT CORP.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)*
NETSTREIT
Corp.
(Name of Issuer)
Common stock,
par value $0.01 per share
(Title of Class of Securities)
64119V303
(CUSIP Number)
December
31, 2020
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨	Rule 13d-1(b)
¨	Rule 13d-1(c)
x	Rule 13d-1(d)
(Page
1 of 8 Pages)

---

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (" Act ") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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CUSIP No. 64119V303 13G Page 2 of 8 Pages

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1	NAME OF REPORTING PERSON Tilden Park Capital Management LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER -0-
	6	SHARED VOTING POWER 2,784,809
	7	SOLE DISPOSITIVE POWER -0-
	8	SHARED DISPOSITIVE POWER 2,784,809
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,784,809
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.95%
12	TYPE OF REPORTING PERSON PN

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CUSIP No. 64119V303 13G Page 3 of 8 Pages

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1	NAME OF REPORTING PERSON Josh Birnbaum
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER -0-
	6	SHARED VOTING POWER 2,784,809
	7	SOLE DISPOSITIVE POWER -0-
	8	SHARED DISPOSITIVE POWER 2,784,809
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,784,809)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.95%
12	TYPE OF REPORTING PERSON IN

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CUSIP No. 64119V303 13G Page 4 of 8 Pages

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Item 1(a).
The name of the issuer is NETSTREIT Corp. (the " Issuer ").

Item 1(b).
The Issuer's principal executive offices are located at 5910 N. Central Expressway, Suite 1600, Dallas, Texas 75206.

Item 2(a).
This statement is filed by:
(i) Tilden Park Capital Management LP (" Tilden Park "), a Delaware limited partnership and the managing member of Tilden Park Management I LLC (" Management I ") which acts as investment manager to Tilden Park Investment Master Fund LP (" Master Fund "), with respect to the shares of Common Stock held by Master Fund; and
(ii) Josh Birnbaum (" Mr. Birnbaum "), who indirectly control Tilden Park, with respect to the shares of Common Stock held by Master Fund.
The foregoing persons are hereinafter sometimes collectively referred to as the " Reporting Persons ." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
The filing of this statement should not be construed as an admission that any Reporting Person is, for purposes of Section 13 of the Act, the beneficial owner of the securities reported herein.

Item 2(b).
The address of the business office of each of the Reporting Persons is 452 Fifth Avenue, 28th Floor, New York, NY 10018.

Item 2(c).
Tilden Park is a Delaware limited partnership. Mr. Birnbaum is a United States citizen.

Item 2(d).
Common stock, par value $0.01 per share (the " Common Stock ")

Item 2(e).
64119V303

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CUSIP No. 64119V303 13G Page 5 of 8 Pages

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ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

(a)	¨	Broker or dealer registered under Section 15 of the Act;
(b)	¨	Bank as defined in Section 3(a)(6) of the Act;
(c)	¨	Insurance company as defined in Section 3(a)(19) of the Act;
(d)	¨	Investment company registered under Section 8 of the Investment Company Act of 1940;
(e)	¨	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f)	¨	An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F);
(g)	¨	A parent holding company or control person in
accordance with Rule 13d-1(b)(1)(ii)(G);
(h)	¨	A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act;
(i)	¨	A church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act;
(j)	¨	A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
(k)	¨	Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please
specify the type of institution:

| Item 4. |
| --- |
| The information required by Items 4(a) - (c) is set forth in Rows
5 - 11 of the cover page and is incorporated herein by reference. The percentage set forth in Row 11 of the cover page for each of
the Reporting Persons is calculated based upon 27,979,176 shares of Common Stock outstanding as of October 28, 2020, as reported
in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020 filed with the Securities and Exchange
Commission on October 30, 2020. |

Item 5.
Not applicable.

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CUSIP No. 64119V303 13G Page 6 of 8 Pages

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Item 6.
See Item 2. Master Fund has the right to receive or the power to direct the receipt of dividends or the proceeds from the sale of more than 5% of the shares of Common Stock.

Item 7.
Not applicable.

Item 8.
Not applicable.

Item 9.
Not applicable.

Item 10.
Not applicable.

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CUSIP No. 64119V303 13G Page 7 of 8 Pages

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SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATE: February 1, 2021

Tilden Park Capital Management LP
By:	/s/ Robert S. Rossitto
Name:Robert S. Rossitto
Title:Chief Financial Officer
/s/ Josh Birnbaum
JOSH BIRNBAUM

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CUSIP No. 64119V303 13G Page 8 of 8 Pages

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EXHIBIT 1

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

DATE: February 1, 2021

Tilden Park Capital Management LP
By:	/s/ Robert S. Rossitto
Name:Robert S. Rossitto
Title: Chief Financial Officer
/s/ Josh Birnbaum
JOSH BIRNBAUM