1-U 1 v442066_1-u.htm FORM 1-U

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________

 

FORM 1-U

 

CURRENT REPORT

Pursuant Regulation A of the Securities Act of 1933

 

 

June 8, 2016

(Date of Report (Date of earliest event reported))

 

 

FUNDRISE REAL ESTATE INVESTMENT TRUST, LLC

(Exact name of registrant as specified in its charter)

 

 

Delaware 32-0467957
(State or other jurisdiction of incorporation) (IRS Employer Identification No.)

 

1519 Connecticut Ave., Suite 200, Washington, DC 20036
(Address of principal executive offices) (ZIP Code)

(202) 584-0550

(Registrant’s telephone number, including area code)

 

Common Shares

(Title of each class of securities issued pursuant to Regulation A)

 

 

 

 

 

 

Item 9.Other Events

 

Declaration of Dividend

 

On June 8, 2016, the Manager of the Company declared a daily distribution of $0.0030136986 per share (the “Q3 Daily Distribution Amount”) (which equates to approximately 11.00% on an annualized basis calculated at the current rate, assuming a $10.00 per share purchase price) for shareholders of record as of the close of business on each day of the period commencing on July 1, 2016 and ending on September 30, 2016 (the “Q3 2016 Distribution Period”). The distributions will be payable to shareholders of record as of the close of business on each day of the Q3 2016 Distribution Period and the distributions are scheduled to be paid prior to October 21, 2016. While the Company’s Manager is under no obligation to do so, the annualized basis return assumes that the Manager will declare distributions in the future similar to the distributions disclosed herein.

 

Revised Redemption Plan

 

On June 8, 2016, the Company adopted a revised redemption plan with a view towards providing investors with an initial period with which to decide whether a long-term investment in the Company is right for them. In addition, despite the illiquid nature of the assets expected to be held by the Company, the Manager believes it is best to provide the opportunity for quarterly liquidity in the event shareholders need it in the form of a discounted redemption price prior to year 5, which economic benefit indirectly accrues to shareholders who have not requested redemption. Neither the Manager nor the Company’s sponsor receives any economic benefit as a result of the discounted redemption price through year 5.

 

The following is a summary of the material terms of the revised redemption plan.

 

SUMMARY OF REDEMPTION PLAN
  Introductory Period Post-Introductory Period
Duration First 89 days after settlement 90+ days after settlement
Redemption Price 100% of purchase price less distributions paid and distributions declared and to be paid less third-party costs 97-100% of NAV depending on hold time (no reduction for distributions) less third-party costs
Timing to submit request At least 15 days prior to the end of each quarter (but no event more than 90 days after the date of settlement) At least 15 days prior to the end of each quarter
Frequency Quarterly Quarterly
Priority First Priority Second Priority
Minimum Amount of Shares Redeemed 25% of shareholder’s shares 25% of shareholder’s shares
Maximum Amount of Shares Redeemed No Limit No Limit

 

 

 

 

A fuller description of the Company’s revised redemption plan may be found in Supplement No. 17, dated June 9, 2016 (as filed with the Securities and Exchange Commission on June 9, 2016), to the Company’s Offering Circular.

 

Safe Harbor Statement

 

This Current Report on Form 1-U contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934. You can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “projects,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties, including those described under the section entitled “Risk Factors” in our Offering Statement on Form 1-A dated November 24, 2015, filed with the Securities and Exchange Commission (“SEC”), as such factors may be updated from time to time in our periodic filings and prospectus supplements filed with the SEC, which are accessible on the SEC’s website at www.sec.gov. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in our filings with the SEC. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.

 

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of Regulation A, the issuer has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  FUNDRISE REAL ESTATE INVESTMENT
  TRUST, LLC
     
  By: Fundrise Advisors, LLC
  Its: Manager
     
  By: /s/ Bjorn J. Hall  
  Name: Bjorn J. Hall
  Title: General Counsel

 

Date: June 9, 2016