Sec Form 4 Filing - WIRTA RAYMOND E @ RW HOLDINGS NNN REIT, INC. - 2020-03-06

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 WIRTA RAYMOND E 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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 3090 BRISTOL STREET, SUITE 550 3. Date of Earliest Transaction (MM/DD/YY) 03/06/2020 (Street) COSTA MESA, CA92626 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, CLASS C 03/06/2020 P 0 A $ 10.27 $ 965,680.55 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 Class M OP Units $ 0 03/06/2020 A( 1 ) 8,200 ( 2 ) ( 3 ) ( 4 ) Class M OP Units 8,200 $ 12.2 ( 5 ) 959,610 I Class M OP Units ( 6 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WIRTA RAYMOND E 3090 BRISTOL STREET, SUITE 550 COSTA MESA, CA92626 X Signatures /s/ RAY WIRTA 03/14/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reporting person purchased 1,640 units of Daisho OP Holdings, LLC in a private transaction. These units are convertible into 8,200 Class M OP units as described in note 2. ( 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. ( 5 )Reporting person paid $100,000 for the 1,640 Daisho units. Therefore, the implied price for 8,200 Class M OP units in this transaction is $12.20 per unit. The price per derivative security is not applicable. ( 6 )The reported securities are held directly by Daisho. The reporting person is the chairman of the issuer and holds a 29% equity interest in Daisho.

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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