Sec Form 4 Filing - Pacini Raymond J @ MODIV INC. - 2021-01-25

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Pacini Raymond J 2. Issuer Name and Ticker or Trading Symbol MODIV INC. [ NONE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CFO (Last) (First) (Middle) 120 NEWPORT CENTER DR 3. Date of Earliest Transaction (MM/DD/YY) 01/25/2021 (Street) NEWPORT BEACH, CA92660 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Class R OP Units $ 0 01/25/2021 A( 1 ) 100,000 03/31/2024 ( 2 ) Class R OP Units 100,000 $ 0 ( 3 ) 100,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Pacini Raymond J 120 NEWPORT CENTER DR NEWPORT BEACH, CA92660 CFO Signatures /s/ Raymond Pacini 01/27/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )A total of 100,000 Class R OP units were issued to the reporting person for his equity incentive compensation for the three-year period ending December 31, 2023. The Class R OP Units will be adjusted to 33,333 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. ( 2 )There is no expiration date in connection with the Class R OP Units issued to the reporting person. ( 3 )There is no market for Class R OP Units. Accordingly, the price per derivative security is not applicable.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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