Sec Form 4 Filing - SPIRIT REALTY CAPITAL, INC. @ Spirit MTA REIT - 2018-05-18

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 SPIRIT REALTY CAPITAL, INC. 2. Issuer Name and Ticker or Trading Symbol Spirit MTA REIT [ SMTA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 2727 NORTH HARWOOD STREET, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 05/18/2018 (Street) DALLAS, TX75201 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 shares of beneficial interest 05/18/2018 J( 1 ) 42,851,011 ( 2 ) D $ 0 0 I See footnote ( 3 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SPIRIT REALTY CAPITAL, INC. 2727 NORTH HARWOOD STREET, SUITE 300 DALLAS, TX75201 X Spirit General OP Holdings, LLC 2727 NORTH HARWOOD STREET, SUITE 300 DALLAS, TX75201 X Spirit Realty, L.P. 2727 NORTH HARWOOD STREET, SUITE 300 DALLAS, TX75201 X Signatures Spirit Realty Capital, Inc. By: /s/ Michael Hughes, Executive Vice President, Chief Financial Officer and Treasurer 05/22/2018 Signature of Reporting Person Date Spirit General OP Holdings, LLC By: /s/ Michael Hughes, Executive Vice President, Chief Financial Officer and Treasurer 05/22/2018 Signature of Reporting Person Date Spirit Realty, L.P. By: /s/ Michael Hughes, Executive Vice President, Chief Financial Officer and Treasurer 05/22/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On or about May 31, 2018, Spirit Realty Capital, Inc. ("Spirit") will make a pro rata distribution of 100% of the outstanding common shares of the Issuer to Spirit stockholders of record as of May 18, 2018 (the "Distribution"). On or prior to the date of the Distribution, SMTA will recapitalize the SMTA common shares then held by Spirit Realty, L.P. such that Spirit will distribute to its stockholders one SMTA common share for every ten shares of Spirit common stock held by stockholders of Spirit as of the close of business on May 18, 2018. ( 2 )Reported number of shares reflects the recapitalization of the SMTA common shares that is expected to occur on or prior to the date of the Distribution based on the number of shares of Spirit common stock outstanding as of the close of business on May 18, 2018. ( 3 )The shares will be directly owned by Spirit Realty, L.P. until immediately prior to the Distribution. Spirit General OP Holdings, LLC, a wholly-owned subsidiary of Spirit Realty Capital, Inc., is the general partner of Spirit Realty, L.P.

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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