0000950170-24-006280.txt : 20240123
0000950170-24-006280.hdr.sgml : 20240123
20240123092154
ACCESSION NUMBER: 0000950170-24-006280
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240123
FILED AS OF DATE: 20240123
DATE AS OF CHANGE: 20240123
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Thomas Rochelle
CENTRAL INDEX KEY: 0001906943
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36004
FILM NUMBER: 24550627
MAIL ADDRESS:
STREET 1: C/O SPIRIT REALTY CAPITAL, INC.
STREET 2: 2727 N HARWOOD STREET, SUITE 300
CITY: DALLAS
STATE: TX
ZIP: 75201
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: SPIRIT REALTY CAPITAL, INC.
CENTRAL INDEX KEY: 0001308606
STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512]
ORGANIZATION NAME: 05 Real Estate & Construction
IRS NUMBER: 201676382
STATE OF INCORPORATION: MD
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 2727 NORTH HARWOOD STREET
STREET 2: SUITE 300
CITY: DALLAS
STATE: TX
ZIP: 75201
BUSINESS PHONE: 972.476.1900
MAIL ADDRESS:
STREET 1: 2727 NORTH HARWOOD STREET
STREET 2: SUITE 300
CITY: DALLAS
STATE: TX
ZIP: 75201
FORMER COMPANY:
FORMER CONFORMED NAME: Spirit Realty Capital, Inc.
DATE OF NAME CHANGE: 20130723
FORMER COMPANY:
FORMER CONFORMED NAME: Cole Credit Property Trust II Inc
DATE OF NAME CHANGE: 20041115
4
1
ownership.xml
4
X0508
4
2024-01-23
0001308606
SPIRIT REALTY CAPITAL, INC.
SRC
0001906943
Thomas Rochelle
2727 N. HARWOOD STREET SUITE 300
DALLAS
TX
75201
false
true
false
false
EVP, General Counsel
false
Common stock, par value $0.05 per share
2024-01-23
4
A
false
6627
0
A
45181
D
Common stock, par value $0.05 per share
2024-01-23
4
A
false
7691
0
A
52872
D
Common stock, par value $0.05 per share
2024-01-23
4
D
false
52872
0
D
0
D
Represents shares underlying a Performance Share Award granted on February 9, 2022 pursuant to the Company's incentive award plan. Pursuant to the Agreement and Plan of Merger by and among Realty Income Corporation, Saints MD Subsidiary, Inc. and the Company, dated as of October 29, 2023 (as amended or supplemented), as of the Effective Time (defined in the Merger Agreement), Performance Share Awards were converted into the right to receive a number of whole shares of Realty Income common stock equal to the product obtained by multiplying (A) the number of shares of Spirit common stock subject to such Performance Share Award determined based on the greater of target performance and the actual level of achievement of the applicable performance goals as of immediately prior to the Effective Time by (B) the .762 (the Exchange Ratio), and corresponding cash dividend equivalents. The Company determined the pre-established performance goals had been achieved at 200% of target performance.
Represents shares underlying a Performance Share Award granted on January 19, 2023 pursuant to the Company's incentive award plan. Pursuant to the Agreement and Plan of Merger by and among Realty Income Corporation, Saints MD Subsidiary, Inc. and the Company, dated as of October 29, 2023 (as amended or supplemented), as of the Effective Time (defined in the Merger Agreement), Performance Share Awards were converted into the right to receive a number of whole shares of Realty Income common stock equal to the product obtained by multiplying (A) the number of shares of Spirit common stock subject to such Performance Share Award determined based on the greater of target performance and the actual level of achievement of the applicable performance goals as of immediately prior to the Effective Time by (B) the .762 (the Exchange Ratio), and corresponding cash dividend equivalents. The Company determined the pre-established performance goals had been achieved at 292.30% of target performance
Represents shares of the Company's common stock (including in respect of shares underlying Performance Share Awards, net income tax and remittance obligations) disposed in connection with the Agreement and Plan of Merger by and among Realty Income Corporation (Realty Income), Saints MD Subsidiary, Inc. and the Company, dated as of October 29, 2023 (as amended or supplemented from time to time, the Merger Agreement). In accordance with the Merger Agreement, upon the Effective Time, each share of the Company's common stock was converted into the right to receive 0.762 shares of common stock of Realty Income.
/s/Rochelle Thomas
2024-01-23