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