Sec Form 4 Filing - Good John A @ Jernigan Capital, Inc. - 2020-11-06

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 Good John A 2. Issuer Name and Ticker or Trading Symbol Jernigan Capital, Inc. [ JCAP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) 6410 POPLAR AVE, SUITE 650 3. Date of Earliest Transaction (MM/DD/YY) 11/06/2020 (Street) MEMPHIS, TN38119 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 Common Stock 11/06/2020 J 288,571 ( 1 ) D 0 D

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 OC Units ( 2 ) 11/06/2020 J 76,923 ( 2 ) 02/20/2021( 4 ) ( 4 ) Common Stock 76,923 ( 3 ) ( 4 ) 256,410 I OC Units OC Units ( 2 ) 11/06/2020 J 76,923 02/20/2021( 4 ) ( 4 ) Common Stock 76,923 ( 3 ) ( 4 ) 179,487 I OC Units OC Units ( 2 ) 11/06/2020 J 179,487 ( 2 ) 02/20/2021( 4 ) ( 4 ) Common Stock 179,487 ( 3 ) ( 4 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Good John A 6410 POPLAR AVE SUITE 650 MEMPHIS, TN38119 X Chief Executive Officer Signatures /s/ Zack Davis, as Attorney-in-Fact for John A. Good 11/06/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents 49,534 restricted share awards and 239,037 unrestricted shares of common stock of Jernigan Capital, Inc. (the "Company"). Pursuant to the merger (the "Merger") described in the Agreement and Plan of Merger, dated as of August 3, 2020, by and among the Company, Jernigan Capital Operating Company, LLC, NexPoint RE Merger, Inc. and NexPoint RE Merger OP, LLC, as amended September 21, 2020. Each restricted share award that was outstanding immediately prior to the effective time of the Merger was cancelled in exchange for an amount in cash equal to (a) the number of common shares subject to the restricted share award immediately prior to the effective time of the Merger multiplied by (b) the per share Merger consideration of $17.30, and each common share that was outstanding immediately prior to the effective time of the Merger was automatically converted into the right to receive an amount in cash equal to the per share Merger consideration of $17.30. ( 2 )By JCAP Advisors, Inc. Received in connection with the closing of transactions contemplated by the previously disclosed Asset Purchase Agreement (the "Purchase Agreement"), dated as of December 16, 2019, by and among the Company, Jernigan Capital Operating Company, LLC (the "Operating Company"), JCAP Advisors, LLC, Dean Jernigan, John A. Good and Jonathan L. Perry. Under the terms of the Purchase Agreement, issuance of the OC Units would be triggered, if at all, upon the earlier of: (1) the Company's common shares trading at or above a daily volume weighted price of $25.00 per share for at least 30 days during any trailing 365-day period prior to December 31, 2024 or (2) a "change of control" of the Company approved by our board of directors and our stockholders that occurs prior to December 31, 2024. ( 3 )Pursuant to the merger (the "Merger") described in the Agreement and Plan of Merger, dated as of August 3, 2020, by and among the Company, Jernigan Capital Operating Company, LLC, NexPoint RE Merger, Inc. and NexPoint RE Merger OP, LLC, as amended September 21, 2020. Each OC Unit that was outstanding immediately prior to the effective time of the Merger was automatically converted into the right to receive an amount in cash equal to the per share Merger consideration of $17.30. ( 4 )Represents units of limited liability company interest ("OC Units") in the Operating Partnership. Beginning on the one-year anniversary of the date of issuance, each OC Unit is redeemable for cash or, at the Issuer's option, exchanged for shares of the Issuer's common stock on a one-for-one basis in lieu of cash. The OC Units have no expiration date.

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