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NNN REIT, INC. Director's Dealing 2012

Feb 29, 2012

30741_dirs_2012-02-29_26baa7f9-4193-4f8e-a326-c7d8c3824945.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NATIONAL RETAIL PROPERTIES, INC. (NNN)
CIK: 0000751364
Period of Report: 2012-02-27

Reporting Person: Bayer Paul Eugene (Executive Officer)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-02-27 Common Stock A 9290 $26.85 Acquired 100902 Direct
2012-02-27 Common Stock A 18580 $26.85 Acquired 119482 Direct
2012-02-27 Common Stock A 9365 $26.85 Acquired 128847 Direct

Footnotes

F1: The shares will vest 25% annually beginning in 2013 through 2016. The Reporting Person has voting and dividend rights on all of these shares, including unvested shares.

F2: Shares will vest on 12/31/14 based upon achieving certain total shareholder returns. The reporting person has no dividend or voting rights on these shares until the shares have vested.

F3: The grant provides for a cliff vesting whereby 100% of the shares will vest at the end of a three year period ending in 2014. The reporting person has voting and dividend rights on all of these shares.