Sec Form 4 Filing - Shields Kevin @ Griffin Capital Essential Asset REIT, Inc. - 2018-02-16

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 Shields Kevin 2. Issuer Name and Ticker or Trading Symbol Griffin Capital Essential Asset REIT, Inc. [ N/A] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) See Remarks (Last) (First) (Middle) 1520 E. GRAND AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 02/16/2018 (Street) EL SEGUNDO, CA90245 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 I OP Units of the GCEAR II OP ( 1 ) 02/16/2018 A 123,779 ( 1 ) ( 1 ) Common Stock 123,779 ( 2 ) ( 3 ) 123,779 ( 2 ) I By Griffin Capital Vertical Partners, L.P. Class I OP Units of the GCEAR II OP ( 1 ) 02/14/2019 A 403,265 ( 1 ) ( 1 ) Common Stock 403,265 ( 2 ) ( 3 ) 527,044 ( 2 ) I By Griffin Capital Vertical Partners, L.P. Class I Operating Partnership Units ( 1 ) 04/30/2019 A 527,044 ( 1 ) ( 1 ) Common Stock 527,044 ( 2 ) ( 4 ) 527,044 ( 2 ) ( 4 ) I By Griffin Capital Vertical Partners, L.P. Class E Operating Partnership Units ( 1 ) 04/30/2019 A 2,334,873.77 ( 2 ) ( 1 ) ( 1 ) Common Stock 2,334,873.77 ( 5 ) 2,334,873.77 ( 2 ) D Class E Operating Partnership Units ( 6 ) 04/30/2019 A 24,033,509.07 ( 2 ) 11/30/2020( 6 ) ( 6 ) Common Stock 24,033,509.07 ( 2 ) ( 7 ) 24,033,509.07 ( 2 ) I By Griffin Capital, LLC Class E Operating Partnership Units ( 1 ) 04/30/2019 A 22,254.64 ( 2 ) ( 1 ) ( 1 ) Common Stock 22,254.64 ( 2 ) ( 8 ) 22,254.64 ( 2 ) I By Griffin Capital Company, LLC

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Shields Kevin 1520 E. GRAND AVENUE EL SEGUNDO, CA90245 X See Remarks Signatures /s/ Kevin A. Shields 02/04/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Reporting Person has the right to cause Griffin Capital Essential Asset Operating Partnership, L.P. (the "Partnership"), of which the Issuer is the general partner, to redeem all or a portion of the limited partnership units of the Partnership (the "OP Units") reported in this Form 4 for cash in an amount equal to the value of an equivalent number of shares of common stock of the Issuer, or at the Issuer's option, shares of common stock of the Issuer on a one-for-one basis. The OP Units reported herein are immediately exercisable and have no expiration date. ( 2 )The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. ( 3 )The OP Units were issued to Griffin Capital Vertical Partners, L.P. ("GCVP") as an annual distribution pursuant to the terms of the Griffin Capital Essential Asset Operating Partnership II, L.P. (the "GCEAR II OP") Third Amended and Restated Limited Partnership Agreement for the special limited partner interest in the GCEAR II OP held by Griffin Capital Essential Asset Advisor II, LLC (the "Advisor"), which the Advisor directed to be issued to GCVP. The Reporting Person indirectly owns and controls GCVP. ( 4 )GCVP received 527,044 Class I OP Units of the Partnership in exchange for its 527,044 limited partnership units of the GCEAR II OP in connection with the merger of Griffin Capital Essential Asset REIT, Inc. into a wholly-owned subsidiary of the Issuer and the merger of the GCEAR II OP with and into the Partnership (collectively, the "Merger"). In the Merger, each limited partnership unit of the GCEAR II OP outstanding immediately prior to the effective time of the Merger converted into the right to receive one OP Unit in the Partnership. On April 30, 2019, the effective date of the Merger, the Issuer's net asset value per share was $9.56. The Reporting Person indirectly owns and controls GCVP. ( 5 )The Reporting Person received 2,334,873.77 Class E OP Units of the Partnership in exchange for 2,227,784.18 limited partnership units of Griffin Capital Essential Asset Operating Partnership, L.P. in connection with the Merger. In the Merger, each OP Unit outstanding immediately prior to the effective time of the Merger converted into the right to receive 1.04807 Class E OP Units in the Partnership. On April 30, 2019, the effective date of the Merger, the Issuer's net asset value per share was $9.56. ( 6 )The Reporting Person has the right to cause the Partnership, of which the Issuer is the general partner, to redeem all or a portion of the OP Units reported on this row of this Form 4 for cash in an amount equal to the value of an equivalent number of shares of common stock of the Issuer, or at the Issuer's option, shares of common stock of the Issuer on a one-for-one basis. The OP Units reported on this row are exercisable beginning on November 30, 2020 and have no expiration date. ( 7 )Griffin Capital, LLC received 24,033,509.07 Class E OP Units of the Partnership in exchange for 22,931,206.00 limited partnership units of Griffin Capital Essential Asset Operating Partnership, L.P. in connection with the Merger. In the Merger, each OP Unit outstanding immediately prior to the effective time of the Merger converted into the right to receive 1.04807 Class E OP Units in the Partnership. On April 30, 2019, the effective date of the Merger, the Issuer's net asset value per share was $9.56. The Reporting Person indirectly owns and controls Griffin Capital, LLC. ( 8 )Griffin Capital Company, LLC received 22,254.64 Class E OP Units of the Partnership in exchange for 21,233.92 limited partnership units of Griffin Capital Essential Asset Operating Partnership, L.P. in connection with the Merger. In the Merger, each OP Unit outstanding immediately prior to the effective time of the Merger converted into the right to receive 1.04807 Class E OP Units in the Partnership. On April 30, 2019, the effective date of the Merger, the Issuer's net asset value per share was $9.56. The Reporting Person indirectly owns and controls Griffin Capital Company, LLC.

Remarks: Executive Chairman and Chairman of the Board

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).

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