Note 8 — Common Stock

As of June 30, 2016 and December 31, 2015, the Company had 98.7 million and 96.9 million shares of common stock outstanding, respectively, including unvested restricted shares and shares issued pursuant to the DRIP.

In September 2011, the Company's board of directors authorized, and the Company declared, a distribution payable on a monthly basis to stockholders of record on each day at a rate equal to $0.0017534247 per day, which is equivalent to $0.64 per annum, per share of common stock. Distributions began to accrue on June 8, 2012, the date of the Company's initial property acquisition. In March 2016, the Company’s board of directors ratified the existing distribution amount equivalent to $0.64 per annum, and, for calendar year 2016, affirmed a change to the daily distribution amount to $0.0017486339 per day per share of common stock, effective January 1, 2016, to reflect that 2016 is a leap year. The distributions are payable by the 5th day following each month end to stockholders of record at the close of business each day during the prior month. Distribution payments are dependent on the availability of funds. The board of directors may reduce the amount of distributions paid or suspend distribution payments at any time and therefore distribution payments are not assured.

Share Repurchase Program

The Company's board of directors has adopted a share repurchase program (as amended and restated, the "SRP"), which enables stockholders to sell their shares back to the Company after they have held them for at least one year, subject to certain conditions and limitations. The Company may repurchase shares on a semiannual basis, at each six-month period ending June 30 and December 31.

Prior to March 11, 2016, the date the Company first published its Estimated Per-Share NAV, the purchase price per share for requests other than for death or disability under the SRP was as follows:


•	after one year from the purchase date — the lower of $9.25 or 92.5% of the amount actually paid for each share;


•	after two years from the purchase date —the lower of $9.50 or 95.0% of the amount actually paid for each share;


•	after three years from the purchase date — the lower of $9.75 or 97.5% of the amount actually paid for each share; and


•	after four years from the purchase date — the lower of $10.00 or 100.0% of the amount actually paid for each share.

In the case of requests for death or disability prior to March 11, 2016, the repurchase price per share was equal to the price paid to acquire the shares from the Company.

Beginning with March 11, 2016 and with respect to all repurchase requests received during the semiannual period, the repurchase price per share for requests other than for death or disability are as follows:


•	after one year from the purchase date — 92.5% of the then-current Estimated Per-Share NAV;


•	after two years from the purchase date — 95.0% of the then-current Estimated Per-Share NAV;


•	after three years from the purchase date — 97.5% of the then-current Estimated Per-Share NAV; and


•	after four years from the purchase date — 100.0% of the then-current Estimated Per-Share NAV.

Beginning with March 11, 2016 and with respect to all repurchase requests received during the semiannual period, in the case of requests for death or disability, the repurchase price per share is equal to the then-current Estimated Per-Share NAV at the time of repurchase. If the establishment of an Estimated Per-Share NAV occurs during any semiannual period, any repurchase requests received during such semiannual period will be paid at a price based on Estimated Per-Share NAV applicable on the last day of the semiannual period, as described above.

Under the SRP, repurchases at each semiannual period are limited to a maximum of 2.5% of the weighted average number of shares of common stock outstanding during the previous fiscal year, with a maximum for any fiscal year of 5.0% of the weighted average number of shares of common stock outstanding during the previous fiscal year. Funding for repurchases pursuant to the SRP for any given semiannual period will be limited to proceeds received during that same semiannual period through the issuance of common stock pursuant to the DRIP.

On June 29, 2016, in consideration of the continued evaluation of the Proposal by the Special Committee and its advisors, the board of directors of the Company determined to amend the SRP to provide for one twelve-month repurchase period for calendar year 2016 instead of two semi-annual periods ending June 30 and December 31. The annual limit on repurchases under the SRP remains unchanged and continues to be limited to a maximum of 5.0% of the weighted average number of shares of common stock of the Company outstanding during its prior fiscal year and subject to the terms and limitations set forth in the SRP. Following calendar year 2016, the repurchase periods will return to two semi-annual periods and applicable limitations set forth in the SRP.

The Company's board of directors reserves the right, in its sole discretion, at any time and from time to time, to reject any request for repurchase, change the purchase price for repurchases or otherwise amend the terms of, suspend or terminate the SRP pursuant to any applicable notice requirements under the SRP. Due to these limitations, the Company cannot guarantee that it will be able to accommodate all repurchase requests.

When a stockholder requests repurchases and the repurchases are approved by the Company's board of directors, it will reclassify such obligation from equity to a liability based on the settlement value of the obligation. The following table summarizes the share repurchases cumulatively through June 30, 2016:



	Number of Shares Repurchased	Weighted-Average Price per Share
Cumulative repurchases as of December 31, 2015	1,355,162	$	9.48
Six months ended June 30, 2016	2,500	10.00
Cumulative repurchases as of June 30, 2016	1,357,662	$	9.48

During the six months ended June 30, 2016, 2.5 million shares have been requested for repurchase and are not yet fulfilled. These shares, and all additional shares requested prior to December 31, 2016 will be considered for repurchase, to the extent the requests are not withdrawn by December 31, 2016. All of these requests will continue to be subject to the annual limit on repurchases under the SRP, which is a maximum of 4.8 million shares, representing 5.0% of the weighted average number of shares of common stock of the Company outstanding during the fiscal year ended December 31, 2015, and subject to the other terms and limitations set forth in the SRP, including the Company's board of directors' right, in its sole discretion, at any time and from time to time, to reject any request for repurchase.

Distribution Reinvestment Plan

Pursuant to the DRIP, stockholders may elect to reinvest distributions by purchasing shares of common stock in lieu of receiving cash. No dealer manager fees or selling commissions are paid with respect to shares purchased pursuant to the DRIP. Participants purchasing shares pursuant to the DRIP have the same rights and are treated in the same manner as if such shares were issued pursuant to the IPO. The board of directors may designate that certain cash or other distributions be excluded from the DRIP. The Company has the right to amend, suspend or terminate the DRIP immediately upon (i) the Company's public announcement of such amendment, suspension or termination and (ii) the Company's mailing of a notice regarding the amendment, suspension or termination to each DRIP participant. Shares issued under the DRIP are recorded to equity in the accompanying consolidated balance sheet in the period distributions are declared. During the six months ended June 30, 2016, the Company issued 1.8 million shares of common stock with a value of $16.8 million pursuant to the DRIP.