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Ownership Document
|
| Schema Version: X0508 |
| Document Type: 4 |
| Period of Report: 1/23/24 |
| Issuer: |
| Issuer CIK: 1308606 |
| Issuer Name: SPIRIT REALTY CAPITAL, INC. |
| Issuer Trading Symbol: SRC |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1644681 |
| | Owner Name: Young Jay |
| Reporting Owner Address: |
| | Owner Street 1: 2727 N. HARWOOD STREET, SUITE 300 |
| | Owner Street 2: |
| | Owner City: DALLAS |
| | Owner State: TX |
| | Owner ZIP Code: 75201 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? Yes |
| | Is Ten Percent Owner? No |
| | Is Other? No |
| | Officer Title: EVP, CAO, CLO |
| Aff 10b5 One? No |
| Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common stock, par value $0.05 per share |
| | Transaction Date: |
| | | Value: 1/23/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: A |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 8,041 |
| Footnote ID: F1 |
| | | Transaction Price Per Share: |
| Value: 0 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 74,881 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common stock, par value $0.05 per share |
| | Transaction Date: |
| | | Value: 1/23/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: A |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 15,554 |
| Footnote ID: F2 |
| | | Transaction Price Per Share: |
| Value: 0 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 90,435 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common stock, par value $0.05 per share |
| | Transaction Date: |
| | | Value: 1/23/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: D |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 90,435 |
| Footnote ID: F3 |
| | | Transaction Price Per Share: |
| Value: 0 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 0 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Footnotes: |
| Footnote - F1: 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. |
| Footnote - F2: 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 |
| Footnote - F3: Represents shares of the Company's common stock (including in respect of shares underlying Performance Share Awards, net of 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. |
| Owner Signature: |
| Signature Name: /s/Rochelle Thomas |
| Signature Date: 1/23/24 |
