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*
Neely Kay C.

(Last) (First) (Middle)
4890 W. KENNEDY BOULEVARD
SUITE 650

(Street)
TAMPA FL 33609

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Carter Validus Mission Critical REIT, Inc. [ NONE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
CFO, Treasurer, and Secretary
3. Date of Earliest Transaction (Month/Day/Year)
10/04/2019
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)
Code V Amount (A) or (D) Price
Restricted Common Stock 10/04/2019 D 20,000 D (1) 0(2) I Held by Carter/Validus REIT Investment Management Company, LLC(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 (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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Reflects the disposition of shares of issuer's common stock in connection with the merger (the "REIT Merger") of the issuer with and into Lightning Merger Sub, LLC, a wholly-owned subsidiary of Carter Validus Mission Critical REIT II, Inc. ("CVREIT II"). In the REIT Merger, each share of issuer's common stock ("CVREIT Common Stock") was converted into the right to receive $1.00 in cash and 0.4681 shares of Class A Common Stock of CVREIT II ("CVREIT II Common Stock"), par value $0.01 per share. Pursuant to the agreement and plan of merger governing the REIT Merger, the parties thereto agreed that the current value of the 0.4861 share of CVREIT II Class A Common Stock to be received per CVREIT Common Stock is equivalent to $4.33, which is based on CVREIT II's most recently estimated per share net asset value per share of $9.25.
2. In connection with the REIT Merger, Carter/Validus REIT Investment Management Company, LLC, which is directly or indirectly controlled by the Reporting Person, disposed of 20,000 shares of CVREIT Common Stock. As of the date of completion of the REIT Merger, the Reporting Person did not beneficially own any shares of CVREIT Common Stock. The Reporting Person disclaims beneficial ownership of the shares of CVREIT Common Stock held by Carter/Validus REIT Investment Management Company, LLC.
3. Carter/Validus REIT Investment Management Company, LLC is directly or indirectly controlled by the Reporting Person. The Reporting Person disclaims beneficial ownership of the shares of CVREIT Common Stock held by Carter/Validus REIT Management Company, LLC.
Remarks:
/s/ Kay C. Neely 10/08/2019
** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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