Sec Form 4/A Filing - Halfacre Aaron Scott @ 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

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1. Name and Address of Reporting Person Halfacre Aaron Scott 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) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO (Last) (First) (Middle) 3090 BRISTOL ST STE 550 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2019 (Street) COSTA MESA, CA92626-7317 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 M OP Units $ 0 12/31/2019 A( 1 ) 20,000 ( 2 ) ( 3 ) ( 4 ) Class M OP Units 100,000 ( 5 ) 100,000 I Class M OP Units ( 6 ) Class P OP Units $ 0 12/31/2019 A( 7 ) 40,000 03/31/2024 ( 8 ) Class P OP Units 200,000 ( 9 ) 200,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Halfacre Aaron Scott 3090 BRISTOL ST STE 550 COSTA MESA, CA92626-7317 X CEO Signatures /s/ AARON SCOTT HALFACRE 01/06/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On December 31, 2019, the issuer and its operating partnership, RW Holdings NNN REIT Operating Partnership, L.P. ("NNN OP") completed the acquisition of the business of its former advisor, BrixInvest, LLC ("BrixInvest") through a contribution of substantially all of the assets and liabilities of BrixInvest to NNN OP by BrixInvest's wholly owned subsidiary Daisho OP Holdings, LLC ("Daisho") pursuant to which NNN OP issued its Class M OP Units to Daisho as consideration for the contribution (the "Self-Management Transaction"). In connection with the Self-Management Transaction, BrixInvest distributed all of its membership interests in Daisho to the members of BrixInvest. After the one-year anniversary of the Self-Management Transaction, Daisho is expected to distribute the Class M OP Units to its members. ( 2 )The reported securities represent the reporting person's proportionate interest in the total amount of Class M OP Units held directly by Daisho. ( 3 )Pursuant to the provisions contained in the second amended and restated limited partnership agreement of NNN OP, a holder of Class M OP Units that have been outstanding for at least one year may be converted into shares of the issuer's Class C common stock, subject to a reduced conversion ratio if converted prior to December 31, 2023. The Class M OP Units that are held for four years are convertible at an initial conversion ratio of 5.0 which may increase if certain performance milestones are achieved. ( 4 )There is no expiration date in connection with the Class M OP Units issued to the reporting person. ( 5 )The Class M OP Units were issued to Daisho in exchange for Daisho's contribution of its assets in the Self-Management Transaction. Accordingly, the price per derivative security is not applicable ( 6 )The reported securities are held directly by Daisho. The reporting person is the chief executive officer of the issuer and holds a non-controlling equity interest in Daisho. ( 7 )A total of 40,000 Class P OP Units were issued to the reporting person, including 19,738 Class P OP Units in connection with the Self-Management Transaction and 20,262 Class P OP Units issued to the reporting person in connection with his 2019 bonus and 2020 equity incentive compensation. The Class P OP Units have similar conversion rights as the Class M OP Units, but the restrictions do not lapse until 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. ( 8 )There is no expiration date in connection with the Class P OP Units issued to the reporting person ( 9 )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).

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