Sec Form 4/A Filing - Pacini Raymond J @ RW HOLDINGS NNN REIT, INC. - 2019-12-31

FORM 4/A 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Pacini Raymond J 2. Issuer Name and Ticker or Trading Symbol RW HOLDINGS NNN REIT, 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) 3090 BRISTOL STREET, SUITE 550 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2019 (Street) COSTA MESA, CA92626 4. If Amendment, Date Original Filed (MM/DD/YY) 01/03/2020 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 P OP Units $ 0 12/31/2019 A( 1 ) 16,029 03/31/2024 ( 2 ) Class P OP Units 80,145 ( 3 ) 80,145 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Pacini Raymond J 3090 BRISTOL STREET, SUITE 550 COSTA MESA, CA92626 CFO Signatures /s/ Raymond Pacini 01/03/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On December 31, 2019, the issuer and RW Holdings NNN REIT Operating Partnership, L.P. ("NNN OP") completed the acquisition of the business of its former advisor, BrixInvest, LLC ("BrixInvest") with BrixInvest's wholly owned subsidiary Daisho OP Holdings, LLC ("Daisho") ("Self-Management Transaction"). 16,029 Class P OP Units were issued to the reporting person: 6,580 Class P OP Units in the Self-Management Transaction; and 9,449 Class P OP Units in his 2019 bonus and 2020 equity incentive compensation. Class P OP Units may be converted into Class C OP Units after March 31, 2024 or upon the occurrence of certain events pursuant to the second amended and restated limited partnership agreement of NNN OP and the reporting person's restricted units award agreement. After the expiration of such date or upon the occurrence of such events, the Class P OP Units are generally convertible into Class C OP Units at a conversion ratio of 5 Class C OP Units for each 1 Class P OP Unit. ( 2 )There is no expiration date in connection with the Class P OP Units issued to the reporting person. ( 3 )There is no market for Class P 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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.