Sec Form 4 Filing - Weil Edward M Jr. @ American Finance Trust, Inc - 2018-07-19

Insider filing report for Changes in Beneficial Ownership
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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
Weil Edward M Jr.
2. Issuer Name and Ticker or Trading Symbol
American Finance Trust, Inc [ AFIN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CEO and President
(Last) (First) (Middle)
405 PARK AVE
3. Date of Earliest Transaction (MM/DD/YY)
07/19/2018
(Street)
NEW YORK, NY10022
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
Class A Common Stock 07/19/2018 C( 1 )( 2 )( 3 ) 1,052,420 ( 1 ) ( 2 ) ( 3 ) A 1,061,308 ( 5 ) I See footnote ( 6 )
Class A Common Stock 07/20/2018 C( 3 )( 4 ) 30,690.5 ( 3 ) ( 4 ) A 1,091,998.5 ( 5 ) I See footnote ( 6 ) ( 7 )
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 A Units $ 0 07/19/2018 A( 1 )( 2 )( 3 ) 1,052,420 ( 1 )( 2 )( 3 ) ( 1 )( 2 )( 3 ) Class A Common Stock 1,052,420 $ 0 1,083,110.5 I See footnote ( 6 )
Class A Units $ 0 07/19/2018 C( 1 )( 2 )( 3 ) 1,052,420 ( 1 )( 2 )( 3 ) ( 1 )( 2 )( 3 ) Class A Common Stock 1,052,420 $ 0 30,690.5 I See footnote ( 6 )
Class A Units $ 0 07/20/2018 C( 3 )( 4 ) 30,690.5 ( 3 )( 4 ) ( 3 )( 4 ) Class A Common Stock 30,690.5 $ 0 0 I See footnote ( 6 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Weil Edward M Jr.
405 PARK AVE
NEW YORK, NY10022
X CEO and President
Signatures
/s/ Edward M. Weil, Jr. 07/23/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )American Finance Advisors, LLC (the "Advisor"), the external advisor of American Finance Trust, Inc. (the "Registrant"), was entitled to a "profits interest" in the form of units of limited partnership designated as "Class B Units" ("Class B Units") of American Finance Operating Partnership, L.P. (the "OP") in connection with its asset management services.
( 2 )Effective at the listing of the Registrant's Class A common stock on The Nasdaq Global Select Market under the symbol "AFIN" on July 19, 2018 (the "Listing"), 1,052,420 Class B Units, all of which were owned by the Advisor, were converted into an equal number of units of limited partnership of the OP designated as "Class A Units" ("Class A Units") in accordance with the terms of the agreement of limited partnership of the OP. Following this conversion, the Registrant, as the General Partner of the OP, redeemed these Class A Units for an equal number of shares of the Registrant's newly issued Class A common stock consistent with the redemption provisions contained in the agreement of limited partnership of the OP.
( 3 )Pursuant to the redemption provisions contained in the agreement of limited partnership of the OP, a holder of Class A Units that (subject to certain exceptions) have been outstanding for at least one year may redeem all or a portion of his, her or its Class A Units for, at the Registrant's election, either shares of Class A common stock or the cash equivalent thereof.
( 4 )Following the Listing, 30,690.5 Class A Units held by affiliates of the Advisor, American Realty Capital Retail Advisor, LLC and American Finance Special Limited Partner, LLC (collectively, the "Advisor Parties"), were redeemed by the Registrant, as the General Partner of the OP, for an equal number of shares of the Registrant's newly issued Class A common stock consistent with the redemption provisions contained in the agreement of limited partnership of the OP.
( 5 )Prior to the Listing, the Special Limited partner owned 8,888 shares of common stock which, following a series of corporate actions prior to the Listing described in the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 9, 2018, became 4,444 shares of Class A common stock, 2,222 shares of the Registrant's Class B-1 common stock and 2,222 shares of the Registrant's Class B-2 common stock.
( 6 )The reporting person is the chief executive officer, and also holds a non-controlling equity interest in, the entities that own and control the Advisor and the Advisor Parties, which own the reported securities. The reporting person disclaims beneficial ownership of the securities reported on this Form 4 except to the extent of his pecuniary interest therein.
( 7 )The shares of Class A common stock were subsequently distributed pro rata to the equity owners of the Advisor and the Advisor Parties and a portion of the shares which the reporting person reported herein except to the extent of his pecuniary interest are now held directly by the reporting person. The number of shares of Class A common stock beneficially owned by the reporting person following this distribution is 38,173.

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