CIM Real Estate Finance Trust Inc.

07/01/2025 | Press release | Distributed by Public on 07/01/2025 18:37

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
RESSLER RICHARD S
2. Issuer Name and Ticker or Trading Symbol
CIM REAL ESTATE FINANCE TRUST, INC. [NONE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CEO & President
(Last) (First) (Middle)
2398 E. CAMELBACK ROAD, 4TH FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
06/30/2025
(Street)
PHOENIX, AZ 85016
4. If Amendment, Date 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
(City) (State) (Zip)
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
Common Stock 06/30/2025 M 177,400.193 A (1) 197,400.193 I By CIM Real Estate Finance Management, LLC(2)
Common Stock 06/30/2025 J 177,400.193(3) D $ 0 20,000 I By CIM Real Estate Finance Management, LLC(2)
Common Stock 911,141.268 I By: CIM CMFT MLP, LLC(4)
Common Stock 341,363.867 I By CIM Real Estate Finance Holdings, LLC(5)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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
Restricted Stock Units (6) 06/30/2025 M 354,800.387(1) (1) (1) Common Stock 354,800.387 $ 0 4,339,098.296(7) I By CIM Real Estate Finance Management, LLC(2)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
RESSLER RICHARD S
2398 E. CAMELBACK ROAD, 4TH FLOOR
PHOENIX, AZ 85016
X CEO & President

Signatures

/s/ Richard S. Ressler 07/01/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) On June 30, 2025, CIM Real Estate Finance Management, LLC (the "Manager") acquired 177,400.193 shares of the Issuer's common stock in connection with the vesting of 354,800.387 of the restricted stock units originally granted to the Manager on July 29, 2024 as an award under the Issuer's 2024 Manager Equity Incentive Plan. Each vested restricted stock unit settled 50% in the Issuer's common stock and 50% in the cash value thereof. The remaining 709,600.773 restricted stock units granted to the Manager on July 29, 2024 will vest in equal annual installments on June 30, 2026 and June 30, 2027, in each case subject to the Manager's continued service as the Issuer's external manager. As such restricted stock units vest, the awards will be settled 50% in the Issuer's common stock and 50% in the cash value thereof.
(2) The reported shares are owned directly by the Manager. The reporting person, Avraham Shemesh and Shaul Kuba may be deemed to beneficially own the shares owned by the Manager because of their positions with CIM Group, LLC, which is the sole common equity member of CCO Group, LLC, which owns and controls the Manager. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his indirect pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
(3) Represents shares of the Issuer's common stock distributed by the Manager to certain employees and/or other persons having an affiliation with the Manager.
(4) The reporting person, Avraham Shemesh and Shaul Kuba may be deemed to beneficially own the shares owned by CIM CMFT MLP, LLC because of their positions with CIM Group, LLC, which owns and controls CIM CMFT MLP, LLC. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his indirect pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
(5) The reporting person, Avraham Shemesh and Shaul Kuba may be deemed to beneficially own the shares owned by CIM Real Estate Finance Holdings, LLC because of their positions with CIM Group, LLC, which owns and controls CIM Real Estate Finance Holdings, LLC. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his indirect pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
(6) Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock, payable 50% in the Issuer's common stock and 50% in the cash value thereof.
(7) Represents the remaining 1,481,246.699 restricted stock units originally granted to the Manager on January 9, 2024, which will vest in equal annual installments on December 15, 2025 and December 15, 2026, the remaining 709,600.773 restricted stock units originally granted to the Manager on July 29, 2024, which will vest in equal annual installments on June 30, 2026 and June 30, 2027 and the 2,148,250.824 restricted stock units originally granted to the Manager on April 14, 2025 as an award under the Issuer's 2024 Manager Equity Incentive Plan, which will vest in three equal annual installments beginning on April 15, 2026.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
CIM Real Estate Finance Trust Inc. published this content on July 01, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on July 02, 2025 at 00:37 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]