07/01/2025 | Press release | Distributed by Public on 07/01/2025 18:37
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FORM 4
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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 |
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| 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) | ||
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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) |
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| 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 Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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RESSLER RICHARD S 2398 E. CAMELBACK ROAD, 4TH FLOOR PHOENIX, AZ 85016 |
X | CEO & President | ||
| /s/ Richard S. Ressler | 07/01/2025 | |
| **Signature of Reporting Person | Date |
| * | 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. |