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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Weil Edward M Jr.

(Last)

(First)

(Middle)

650 FIFTH AVE., 30TH FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Necessity Retail REIT, Inc. [ RTL ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/11/2023

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)
Class A Common Stock	09/11/2023		M		5,569,361	A	⁽¹⁾	5,569,361	I	See Footnote⁽²⁾
Class A Common Stock	09/12/2023		D		5,569,361	D	⁽³⁾	0	I	See Footnote⁽²⁾
Class A Common Stock	09/12/2023		D		66,481	D	⁽³⁾	0	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)
LTIP Units	$0	09/12/2023		M			5,569,361	⁽²⁾	⁽²⁾	Class A Common Stock	5,569,361	⁽¹⁾⁽²⁾⁽³⁾	2,959,524	I	See Footnote⁽²⁾
LTIP Units	$0	09/12/2023		D			2,959,524	⁽²⁾	⁽²⁾	Class A Common Stock	2,959,524	⁽¹⁾⁽²⁾⁽³⁾	0	I	See Footnote⁽²⁾

Explanation of Responses:

1. Units of limited partnership interest designated as "LTIP Units" ("LTIP Units") in The Necessity Retail REIT Operating Partnership, L.P. (the "OP"), the operating partnership of the Issuer, issued to the Issuer's external advisor The Necessity Retail REIT Advisors, LLC (the "Advisor"), pursuant to the 2018 Advisor Omnibus Incentive Compensation Plan of the Company (the "Advisor Plan"). LTIP Units that are earned also become vested and converted to shares of the Issuer's Class A Common Stock.

2. The reporting person is the chief executive officer, and also holds a non-controlling equity interest in, the entities that own and control the Advisor. The Advisor holds the reported securities. The reporting person disclaims beneficial ownership of the securities held by the Advisor except to the extent of his pecuniary interest therein.

3. Disposed of pursuant to merger agreement between the Issuer, Global Net Lease, Inc. ("GNL") and certain other parties, dated May 23, 2023, in exchange for shares of GNL Common Stock, at an exchange ratio of 0.67 per share.

	/s/ Edward M. Weil, Jr.	09/13/2023
	** Signature of Reporting Person	Date
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