Sec Form 4/A Filing - Halfacre Aaron Scott @ RW HOLDINGS NNN REIT, INC. - 2020-07-03

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) 120 NEWPORT CENTER DR 3. Date of Earliest Transaction (MM/DD/YY) 07/03/2020 (Street) NEWPORT BEACH, CA92660 4. If Amendment, Date Original Filed (MM/DD/YY) 07/08/2020 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 07/03/2020 A( 1 ) 5,097 ( 2 ) ( 3 ) ( 4 ) Class M OP Units 25,485 $ 4.9 ( 5 ) 125,485 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Halfacre Aaron Scott 120 NEWPORT CENTER DR NEWPORT BEACH, CA92660 X CEO Signatures /s/ AARON SCOTT HALFACRE 07/08/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reporting person purchased 5,097 units of Daisho OP Holdings, LLC ("Daisho") in a private transaction. These units entitle the reporting person to an equal number of units of Class M limited partnership interest ("Class M OP Units"), which are convertible into 25,485 shares of the issuer's Class C common stock as described in footnote 3. ( 2 )The reported securities represent the reporting person's proportionate interest in the total amount of Class M OP Units held directly by Daisho. On July 6, 2020 Daisho distributed the Class M OP Units to its members including the reporting person. ( 3 )Pursuant to the provisions contained in the second amended and restated limited partnership agreement of NNN OP, Class M OP Units that have been outstanding for at least one year may be converted by the holder 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 1:5 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 )Reporting person paid $125,000 for the 5,097 Daisho units. Therefore, the implied price for 25,485 shares of Class C common stock in this transaction is $4.90 per share based on the minimum Class M OP Unit conversion ratio of 1:5.

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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