SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Rendell Edward G

(Last)

(First)

(Middle)

405 PARK AVENUE

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Global Net Lease, Inc. [ GNL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/02/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/02/2016		M⁽¹⁾		2,667⁽²⁾	A	⁽²⁾	12,683⁽⁸⁾	D
Common Stock	06/15/2016		M⁽¹⁾		816⁽³⁾	A	⁽³⁾	13,499⁽⁸⁾	D
Common Stock	06/02/2017		M⁽¹⁾		2,667⁽²⁾	A	⁽²⁾	16,166⁽⁸⁾	D
Common Stock	06/15/2017		M⁽¹⁾		816⁽³⁾	A	⁽³⁾	16,982⁽⁸⁾	D
Common Stock	06/28/2017		M⁽¹⁾		959⁽⁴⁾	A	⁽⁴⁾	17,941⁽⁸⁾	D
Common Stock	05/31/2018		M⁽¹⁾		960⁽⁵⁾	A	⁽⁵⁾	18,901⁽⁸⁾	D
Common Stock	06/02/2018		M⁽¹⁾		2,667⁽²⁾	A	⁽²⁾	21,568⁽⁸⁾	D
Common Stock	06/15/2018		M⁽¹⁾		818⁽³⁾	A	⁽³⁾	22,386⁽⁸⁾	D
Common Stock	06/28/2018		M⁽¹⁾		959⁽⁴⁾	A	⁽⁴⁾	23,345⁽⁸⁾	D
Common Stock	05/15/2019		M⁽¹⁾		1,180⁽⁶⁾	A	⁽⁶⁾	24,525⁽⁸⁾	D
Common Stock	05/31/2019		M⁽¹⁾		960⁽⁵⁾	A	⁽⁵⁾	25,485⁽⁸⁾	D
Common Stock	06/02/2019		M⁽¹⁾		2,667⁽²⁾	A	⁽²⁾	28,152⁽⁸⁾	D
Common Stock	06/14/2019		A		3,441⁽⁷⁾	A	$0	31,593⁽⁹⁾	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽²⁾	06/02/2016		M⁽¹⁾			2,667	⁽²⁾	⁽²⁾	Common Stock	2,667	⁽²⁾	22,423⁽¹⁰⁾	D
Restricted Stock Units	⁽³⁾	06/15/2016		M⁽¹⁾			816	⁽³⁾	⁽³⁾	Common Stock	816	⁽³⁾	21,607⁽¹⁰⁾	D
Restricted Stock Units	⁽²⁾	06/02/2017		M⁽¹⁾			2,667	⁽²⁾	⁽²⁾	Common Stock	2,667	⁽²⁾	18,940⁽¹⁰⁾	D
Restricted Stock Units	⁽³⁾	06/15/2017		M⁽¹⁾			816	⁽³⁾	⁽³⁾	Common Stock	816	⁽³⁾	18,124⁽¹⁰⁾	D
Restricted Stock Units	⁽⁴⁾	06/28/2017		M⁽¹⁾			959	⁽⁴⁾	⁽⁴⁾	Common Stock	959	⁽⁴⁾	17,165⁽¹⁰⁾	D
Restricted Stock Units	⁽⁵⁾	05/31/2018		M⁽¹⁾			960	⁽⁵⁾	⁽⁵⁾	Common Stock	960	⁽⁵⁾	16,205⁽¹⁰⁾	D
Restricted Stock Units	⁽²⁾	06/02/2018		M⁽¹⁾			2,667	⁽²⁾	⁽²⁾	Common Stock	2,667	⁽²⁾	13,538⁽¹⁰⁾	D
Restricted Stock Units	⁽³⁾	06/15/2018		M⁽¹⁾			818	⁽³⁾	⁽³⁾	Common Stock	818	⁽³⁾	12,720⁽¹⁰⁾	D
Restricted Stock Units	⁽⁴⁾	06/28/2018		M⁽¹⁾			959	⁽⁴⁾	⁽⁴⁾	Common Stock	959	⁽⁴⁾	11,761⁽¹⁰⁾	D
Restricted Stock Units	⁽⁶⁾	05/15/2019		M⁽¹⁾			1,180	⁽⁶⁾	⁽⁶⁾	Common Stock	1,180	⁽⁶⁾	10,581⁽¹⁰⁾	D
Restricted Stock Units	⁽⁵⁾	05/31/2019		M⁽¹⁾			960	⁽⁵⁾	⁽⁵⁾	Common Stock	960	⁽⁵⁾	9,621⁽¹⁰⁾	D
Restricted Stock Units	⁽²⁾	06/02/2019		M⁽¹⁾			2,667	⁽²⁾	⁽²⁾	Common Stock	2,667	⁽²⁾	6,954⁽¹¹⁾	D

Explanation of Responses:

1. Represents the vesting of restricted stock units ("RSUs") issued pursuant to the Amended and Restated Incentive Restricted Share Plan (the "Plan") of Global Net Lease, Inc. (the "Issuer") that was inadvertently not reported at the time the RSUs vested. The reporting person reported the grants of the RSUs subject to such vesting in Table II of Form 4 at the time of each grant. Each RSU represents the contingent right to receive one share of the Issuer's common stock upon vesting of the RSU.

2. The reporting person received an award of 13,333 RSUs on July 13, 2015 issued pursuant to the Plan that vest ratably over a five-year period beginning on June 2, 2015 in increments of 20% per annum.

3. The reporting person received an award of 2,450 RSUs on July 13, 2015 issued pursuant to the Plan that vest ratably over a three-year period beginning on June 15, 2015 in increments of 1/3 per annum.

4. The reporting person received an award of 2,880 RSUs on August 18, 2016 issued pursuant to the Plan that vest ratably over a three-year period beginning on June 28, 2016 in increments of 1/3 per annum.

5. The reporting person received an award of 2,883 RSUs on July 21, 2017 issued pursuant to the Plan that vest ratably over a three-year period beginning on May 31, 2017 in increments of 1/3 per annum.

6. The reporting person received an award of 3,544 RSUs on May 18, 2018 issued pursuant to the Plan that vest ratably over a three-year period beginning on May 15, 2018 in increments of 1/3 per annum.

7. RSUs issued pursuant to the Plan that vest ratably over a three-year period beginning on April 15, 2019 in increments of 1/3 per annum. The reporting person reported previous grants of RSUs in Table II but is reporting this grant in Table I.

8. Represents an incremental tally of shares beneficially owned as of June 14, 2019 after giving effect to each of the transactions reported on this Form 4. The number of shares reported in this column 5 does not necessarily reflect the number of shares beneficially owned by the reporting person on the date of the reported transaction. Information regarding the actual number of securities beneficially owned by the reporting person on these dates without giving effect to the RSU vesting reported on this Form 4 can be found on the reporting person's previous reports on Form 4.

9. Includes 6,954 shares of common stock underlying RSUs that were previously reported in Table II that have not yet vested. Because these shares are already reflected in Table I, the reporting person will not report the subsequent vesting of these shares.

10. Represents an incremental tally of RSUs beneficially owned as of June 14, 2019 after giving effect to each of the transactions reported on this Form 4. The number of RSUs reported in this column 9 does not necessarily reflect the number of RSUs beneficially owned by the reporting person on the date of the reported transaction. Information regarding the actual number of securities beneficially owned by the reporting person on these dates without giving effect to the RSU vesting reported on this Form 4 can be found on the reporting person's previous reports on Form 4.

11. Represents shares of common stock underlying RSUs that were previously reported in Table II that have not yet vested. These shares are also included in the total reported in column 5 of Table I of this Form 4. Because these shares are already reflected in Table I, the reporting person will not report the subsequent vesting of these shares.

	/s/ Edward G. Rendell	06/14/2019
	** Signature of Reporting Person	Date
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).
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