Amendment: SEC Form SC 13D/A filed by Global Net Lease Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
GLOBAL NET LEASE, INC. |
| (Name of Issuer) |
| Common Stock, $0.01 par value per share |
| (Title of Class of Securities) |
| 379378201 |
| (CUSIP Number) |
Michael R. Anderson General Counsel Bellevue Capital Partners, LLC 222 Bellevue Avenue Newport, RI 02840 212-415-6500 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| June 24, 2024 |
| (Date of Event which Requires Filing of this Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 379378201 | SCHEDULE 13D | Page 2 of 14 |
| 1 |
NAME OF REPORTING PERSON
Bellevue Capital Partners, LLC |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
N/A |
|
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
28,888,803 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
28,888,803 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,888,803 |
|
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.5% |
|
| 14 |
TYPE OF REPORTING PERSON
OO |
| CUSIP No. 379378201 | SCHEDULE 13D | Page 3 of 14 |
| 1 |
NAME OF REPORTING PERSON
MWM PIC, LLC |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
N/A |
|
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
27,010,384 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
27,010,384 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,010,384 |
|
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.7% |
|
| 14 |
TYPE OF REPORTING PERSON
OO |
| CUSIP No. 379378201 | SCHEDULE 13D | Page 4 of 14 |
| 1 |
NAME OF REPORTING PERSON
MWM I, LLC |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
N/A |
|
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
26,140 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
26,140 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,140 |
|
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% |
|
| 14 |
TYPE OF REPORTING PERSON
OO |
| CUSIP No. 379378201 | SCHEDULE 13D | Page 5 of 14 |
| 1 |
NAME OF REPORTING PERSON
AR Capital LLC |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
OO |
|
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
16,481 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
16,481 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,481 |
|
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% |
|
| 14 |
TYPE OF REPORTING PERSON
OO |
| CUSIP No. 379378201 | SCHEDULE 13D | Page 6 of 14 |
| 1 |
NAME OF REPORTING PERSON
AR Global Investments, LLC |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
N/A |
|
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
12,012 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
12,012 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,012 |
|
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% |
|
| 14 |
TYPE OF REPORTING PERSON
OO |
| CUSIP No. 379378201 | SCHEDULE 13D | Page 7 of 14 |
| 1 |
NAME OF REPORTING PERSON
American Realty Capital Global II Special LP LLC |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
N/A |
|
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
6,725 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
6,725 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,725 |
|
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% |
|
| 14 |
TYPE OF REPORTING PERSON
OO |
| CUSIP No. 379378201 | SCHEDULE 13D | Page 8 of 14 |
| 1 |
NAME OF REPORTING PERSON
Nicholas S. Schorsch |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
N/A |
|
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☒ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
29,388,012 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
29,388,012 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,388,012 |
|
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.8% |
|
| 14 |
TYPE OF REPORTING PERSON
IN |
| CUSIP No. 379378201 | SCHEDULE 13D | Page 9 of 14 |
| 1 |
NAME OF REPORTING PERSON
Nicholas S. Schorsch 2016 Grantor Retained Annuity Trust |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
N/A |
|
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☒ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
404,114 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
404,114 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
404,114 |
|
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2% |
|
| 14 |
TYPE OF REPORTING PERSON
IN |
| CUSIP No. 379378201 | SCHEDULE 13D | Page 10 of 14 |
| 1 |
NAME OF REPORTING PERSON
Edward M. Weil, Jr. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
OO |
|
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
66,560 |
| 8 |
SHARED VOTING POWER
0 | |
| 9 |
SOLE DISPOSITIVE POWER
66,560 | |
| 10 |
SHARED DISPOSITIVE POWER
0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
66,560 |
|
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% |
|
| 14 |
TYPE OF REPORTING PERSON
IN |
| CUSIP No. 379378201 | SCHEDULE 13D | Page 11 of 14 |
Explanatory Note
This Amendment No. 1 (the “Amendment”) to Schedule 13D (the “Schedule 13D”) amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission (the “SEC”) on September 22, 2023 relating to the shares of common stock, par value $0.01 per share (the “Common Stock”), of Global Net Lease, Inc., a Maryland corporation (the “Issuer”). This Amendment updates the Schedule 13D to reflect certain recent transactions as reported under Item 3 below.
Item 1. Security and Issuer.
Unless indicated otherwise, all items left blank remain unchanged and any items which are reported are deemed to amend and supplement the existing items in the Schedule 13D. Capitalized terms used herein without definition shall have the meaning set forth in the Original Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is amended and supplemented by inserting the following information:
Bellevue Capital Partners
The following transactions were effected by Bellevue Capital Partners from November 9, 2023 to June 26, 2024:
| Trade Date | Buy/Sell | Number of Shares of Common Stock | Weighted Average Price Per Share of Common Stock(1) | Price Range(2) | ||||
| 11/09/2023 | N/A | 2,609,728(3) | N/A | N/A | ||||
| 01/10/2024 | Sell | 220,564 | $10.01 | $10.00 - $10.03 | ||||
| 01/19/2024 | Sell | 150,000 | $8.90 | $8.90 - $8.93 | ||||
| 01/22/2024 | Sell | 176,577 | $9.04 | $9.03 - $9.07 | ||||
| 01/23/2024 | Sell | 34,135 | $8.93 | $8.91 - $9.00 | ||||
| 01/24/2024 | Sell | 20,000 | $9.00 | $9.00 - $9.01 | ||||
| 01/25/2024 | Sell | 158,021 | $8.93 | $8.92 - $8.93 | ||||
| 01/26/2024 | Sell | 4,837 | $8.90 | $8.90 - $8.95 | ||||
| 02/16/2024 | Sell | 155,000 | $8.10 | $8.06 - $8.13 | ||||
| 06/13/2024 | Sell | 159,720 | $7.32 | $7.28 - $7.36 | ||||
| 06/14/2024 | Sell | 145,058 | $7.25 | $7.23 - $7.26 | ||||
| 06/17/2024 | Sell | 200,000 | $7.16 | $7.14 - $7.26 | ||||
| 06/18/2024 | Sell | 89,271 | $7.32 | $7.16 - $7.20 | ||||
| 06/20/2024 | Sell | 433,350 | $7.19 | $7.15 - $7.22 | ||||
| 06/21/2024 | Sell | 450,000 | $7.08 | $7.05 - $7.16 | ||||
| 06/24/2024 | Sell | 150,000 | $7.19 | $7.17 - $7.25 | ||||
| 06/25/2024 | Sell | 150,000 | $7.08 | $7.06 - $7.12 | ||||
| 06/26/2024 | Sell | 100,000 | $7.02 | $7.02 - $7.08 |
| (1) | Unless otherwise indicated, these shares were purchased in multiple transactions at the price ranges set forth in the column labeled “Price Range.” Bellevue Capital Partners undertakes to provide to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within such range. |
| (2) | Price ranges are inclusive. Rows marked “N/A” mean all shares were sold at the same price. |
| (3) | Reflects a distribution of shares to a former member of Bellevue Capital Partners |
| CUSIP No. 379378201 | SCHEDULE 13D | Page 12 of 14 |
Item 4. Purpose of Transaction.
The information set out in Item 3 of this Schedule 13D is hereby incorporated herein by reference.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is amended and supplemented by incorporating by reference the information set forth in boxes (11) and (13) of the cover pages to this Amendment for each of the Reporting Persons, and such information is incorporated herein by reference. The percentages reported herein are calculated based upon 230,383,756 outstanding shares of Common Stock as of May 3, 2024.
| CUSIP No. 379378201 | SCHEDULE 13D | Page 13 of 14 |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: June 26, 2024
| BELLEVUE CAPITAL PARTNERS, LLC | |||
| By: | /s/ Michael R. Anderson | ||
|
Name: Michael R. Anderson Title: General Counsel |
|||
Dated: June 26, 2024
| MWM PIC, LLC | |||
| By: | /s/ Michael R. Anderson | ||
|
Name: Michael R. Anderson Title: Attorney-in-fact |
|||
Dated: June 26, 2024
| MWM I, LLC | |||
| By: | /s/ Michael R. Anderson | ||
|
Name: Michael R. Anderson Title: Attorney-in-fact |
|||
Dated: June 26, 2024
| AR CAPITAL, LLC | |||
| By: | /s/ Michael R. Anderson | ||
|
Name: Michael R. Anderson Title: Attorney-in-fact |
|||
Dated: June 26, 2024
| AR GLOBAL INVESTMENTS, LLC | |||
| By: | /s/ Michael R. Anderson | ||
|
Name: Michael R. Anderson Title: Attorney-in-fact |
|||
| CUSIP No. 379378201 | SCHEDULE 13D | Page 14 of 14 |
Dated: June 26, 2024
| American Realty Capital Global II Special LP LLC | |||
| By: | /s/ Michael R. Anderson | ||
|
Name: Michael R. Anderson Title: Attorney-in-fact |
|||
Dated: June 26, 2024
| NICHOLAS S. SCHORSCH | |||
| By: | /s/ Michael R. Anderson | ||
Name: Michael R. Anderson Title: Attorney-in-fact |
|||
Dated: June 26, 2024
| NICHOLAS S. SCHORSCH 2016 GRANTOR RETAINED ANNUITY TRUST | |||
| By: | /s/ Michael R. Anderson | ||
Name: Michael R. Anderson Title: Attorney-in-fact |
|||
Dated: June 26, 2024
| EDWARD M. WEIL, JR. | |||
| By: | /s/ Michael R. Anderson | ||
Name: Michael R. Anderson Title: Attorney-in-fact |
|||