Equity

Status of Offerings

On January 20, 2017, the Company closed the primary portion of the IPO; however, the Company continued to offer shares pursuant to the DRP under the IPO registration statement through May 2017.

On September 20, 2017, the Company commenced the Follow-On Offering of up to $2.2 billion of shares, consisting of up to $2.0 billion of shares in the Company's primary offering and $0.2 billion of shares pursuant to the DRP. The Company reclassified all Class T and Class I shares sold in the IPO as "Class AA" and "Class AAA" shares, respectively. The Company offered Class T shares, Class S shares, Class D shares, and Class I shares in the primary portion of the Follow-On Offering and all seven of its share classes pursuant to the DRP.

On August 16, 2018, the Board approved the temporary suspension of the primary portion of the Company's Follow-On Offering, effective August 17, 2018, to allow the special committee of the Board to evaluate a potential strategic alternative. On December 12, 2018, in connection with the Merger Agreement, the Board approved the temporary suspension of the DRP and SRP. Redemptions submitted for the fourth quarter of 2018 were honored in accordance with the terms of the SRP, and the SRP was officially suspended as of January 19, 2019. The DRP officially was suspended as of December 30, 2018. Beginning in January 2019, all distributions by the Company were paid in cash.

On February 15, 2019, the Board determined it was in the best interests of the Company to reinstate the DRP effective with the February distribution paid on March 1, 2019.

The SRP shall remain suspended until such time, if any, as the Board may approve the resumption of the SRP. At this time, the Board intends to reinstate the SRP in the third quarter of 2019, however there is no guarantee that the Board will do so.

Share Classes

Class T shares, Class S shares, Class D shares, Class I shares, Class A shares, Class AA shares and Class AAA shares vote together as a single class, and each share is entitled to one vote on each matter submitted to a vote at a meeting of the Company's stockholders; provided that with respect to any matter that would only have a material adverse effect on the rights of a particular class of common stock, only the holders of such affected class are entitled to vote.

The following table summarizes shares issued and gross proceeds received for each share class as of March 31, 2019 and outstanding shares as of March 31, 2019 and December 31, 2018:



	Class
	T		S		D		I		A			AA			AAA			Total
Gross proceeds from primary portion of offerings	$	2,245	$	3	$	182	$	7,538	$	240,780		$	474,858		$	8,381		$	733,987
Gross proceeds from DRP	$	33	$	—	$	4	$	215	$	27,645		$	36,795		$	583		$	65,275
Shares issued in primary portion of offerings	224,647		264		18,921		786,573		24,199,764			47,562,870			901,225			73,694,264
DRP shares issued	3,454		17		455		22,311		2,909,959			3,872,290			61,378			6,869,864
Stock distribution shares issued	—		—		—		—		263,642			300,166			4,677			568,485
Restricted stock issued	—		—		—		10,500		—			—			36,000			46,500
Total redemptions	—		—		—		—		(1,528,918		)	(1,744,366		)	(23,956		)	(3,297,240		)
Total shares outstanding as of March 31, 2019	228,101		281		19,376		819,384		25,844,447			49,990,960			979,324			77,881,873
Total shares outstanding as of December 31, 2018	227,311		279		19,268		806,014		25,729,035			49,768,687			975,379			77,525,973

Organizational and Offering Costs

Pursuant to the Advisory Agreement, in no event will the Company be obligated to reimburse the Advisor for organizational and offering costs incurred in connection with the Follow-On Offering totaling in excess of 15% (including selling commissions, dealer manager fees, distribution fees and non-accountable due diligence expense allowance, but excluding acquisition expenses or any fees, if ever applicable) of the gross proceeds raised in the Follow-On Offering (excluding gross proceeds from the DRP). If the organizational and offering costs exceed such limits discussed above, within 60 days after the end of the month in which the Follow-On Offering terminates or is completed, the Advisor is obligated to reimburse the Company for any excess amounts. As long as the Company is subject to the Statement of Policy Regarding Real Estate Investment Trusts published by the North American Securities Administrators Association (“NASAA REIT Guidelines”), such limitation discussed above will also apply to any future public offerings. As of March 31, 2019, organizational and offering costs relating to the Follow-On Offering were 37.1% (approximately $3.7 million) of gross offering proceeds ($10.0 million), including selling commissions, dealer manager fees and distribution fees. Therefore, if the Follow-On Offering had been terminated on March 31, 2019, the Company would owe the Advisor $1.5 million and the Advisor would be liable for organizational and offering costs incurred by the Company of approximately $2.2 million. Approximately $0.9 million of organizational and offering costs the Advisor is liable for as of March 31, 2019 is deducted from "Due to Affiliates" and the remaining $1.3 million is included in "Other Assets, net" on the consolidated balance sheet.

Organizational and offering costs incurred as of March 31, 2019, including those incurred by the Company and due to the Advisor, for the Follow-On Offering are as follows:



	March 31, 2019
Cumulative offering costs	$	3,161
Cumulative organizational costs	$	536
Organizational and offering costs advanced by the Advisor	$	2,244
Organizational and offering costs paid by the Company	1,453
Adjustment to organizational and offering costs pursuant to the limitation:
Costs in excess of limit	(2,202		)
Organizational and offering costs incurred	$	1,495

Distribution Reinvestment Plan (DRP)

The Company has adopted the DRP, which allows stockholders to have dividends and other distributions otherwise distributable to them invested in additional shares of common stock of the same class. No selling commissions, dealer manager fees or stockholder servicing fees are paid on shares sold through the DRP, but the DRP shares will be charged the applicable distribution fee payable with respect to all shares of the applicable class. The purchase price per share under DRP is equal to the NAV per share applicable to the class of shares purchased, calculated as of the distribution date. The Company may amend or terminate the DRP for any reason at any time upon 10 days' prior written notice to stockholders, which may be provided through the Company's filings with the SEC. On December 12, 2018, in connection with the Merger Agreement, the Board approved the temporary suspension of the DRP. The DRP officially was suspended as of December 30, 2018; on February 15, 2019, the Board determined it was in the best interests of the Company to reinstate the DRP effective with the February distribution paid on March 1, 2019.

IPO Share Redemption Program

The Company had a share redemption program for holders of Class A, Class AA, and Class AAA shares ("IPO Shares") who held their shares for less than four years, which enabled IPO stockholders to sell their shares back to the Company in limited circumstances ("IPO Share Redemption Program"). On June 4, 2018, the Board approved the termination of the IPO Share Redemption Program effective as of July 5, 2018. In addition, effective as of such date, the Board amended and restated the SRP in order to allow stockholders of the IPO Shares to utilize the SRP. Accordingly, beginning in July 2018, stockholders of IPO Shares are able to continue to redeem at 100% of the NAV of the applicable share class, subject to the other limitations and conditions of the amended and restated SRP, as noted below.

During the three months ended March 31, 2019 and 2018, the Company redeemed shares of its outstanding common stock under the IPO Share Redemption Program as follows:



	Three Months Ended March 31,
	2019		2018
Shares of common stock redeemed	—		217,088
Weighted average price per share	$	—	$	9.15

Share Redemption Program

In connection with the Follow-On Offering, the Board adopted the SRP for the New Shares (and IPO Shares that have been held for four years or longer). As noted above, subsequently, on June 4, 2018, the Board amended and restated the SRP to allow stockholders of the IPO Shares to utilize the SRP, effective as of July 5, 2018. On December 12, 2018, in connection with the Merger Agreement, the Board approved the temporary suspension of the SRP. The SRP officially was suspended as of December 30, 2018, and shall remain suspended until such time, if any, as the Board may approve the resumption of the SRP. Under the SRP, the Company will redeem shares as of the last business day of each quarter. The redemption price will be equal to the NAV per share for the applicable class generally on the 13th day of the month prior to quarter end. Redemption requests must be received by 4:00 p.m. (Eastern time) on the second to last business day of the applicable quarter. Redemption requests exceeding the quarterly cap will be filled on a pro rata basis. With respect to any pro rata treatment, redemption requests following the death or qualifying disability of a stockholder will be considered first, as a group, followed by requests where pro rata redemption would result in a stockholder owning less than the minimum balance of $2,500 of shares of the Company's common stock, which will be redeemed in full to the extent there are available funds, with any remaining available funds allocated pro rata among all other redemption requests. All unsatisfied redemption requests must be resubmitted after the start of the next quarter, or upon the recommencement of the SRP, as applicable.

There are several restrictions under the SRP. Stockholders generally have to hold their shares for one year before submitting their shares for redemption under the program; however, the Company will waive the one-year holding period in the event of the death or qualifying disability of a stockholder. Shares issued pursuant to the DRP are not subject to the one-year holding period. In addition, the SRP generally imposes a quarterly cap on aggregate redemptions of the Company's shares equal to a value of up to 5% of the aggregate NAV of the outstanding shares as of the last business day of the previous quarter. As the value on the aggregate redemptions of the Company's shares is outside the Company's control, the 5% quarterly cap is considered to be temporary equity and is presented as the common stock subject to redemption on the accompanying consolidated balance sheets. As of March 31, 2019, the quarterly cap was approximately $37.3 million.

During the three months ended March 31, 2019 and 2018, no shares were redeemed.

Since inception, the Company has honored all redemption requests related to the SRP and has redeemed a total of 1,199,464 shares of common stock for approximately $11.5 million at a weighted average price per share of $9.62.

The Board has the right to modify or suspend the SRP upon 30 days' notice at any time if it deems such action to be in the Company’s best interest. Any such modification or suspension will be communicated to stockholders through the Company’s filings with the SEC. On December 12, 2018, the Board temporarily suspended the SRP, effective as of January 19, 2019. At this time, the Board intends to reinstate the SRP in the third quarter, however there is no guarantee that the Board will do so.