UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 26, 2019

Rich Uncles Real Estate Investment Trust I (Exact Name of Registrant as Specified in Its Charter)

Rich Uncles Real Estate Investment Trust I
(Exact Name of Registrant as Specified in Its Charter)

California	000-55623	37-6511147
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

3090 Bristol Street, Suite 550, Costa Mesa, California 92626
(Address of principal executive offices)
(Zip Code)

(855) 742-4862
(Registrant’s telephone number, including area code)

None
(Former name or former address, if changed since last report)

California		000-55623		37-6511147
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

3090 Bristol Street, Suite 550, Costa Mesa, California

92626

(Address of principal executive offices)

(Zip Code)

(855) 742-4862

(Registrant’s telephone number, including area code)

None

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

⌧ ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		None		None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐□

Item 78.01 Other ~~Regulation FD Disclosure.~~Events

~~Reference~~As ~~is hereby made to~~ the ~~Current~~Company ~~Report~~has onpreviously ~~Form~~disclosed, ~~8-K~~since ~~filed~~2017, ~~by Rich Uncles Real Estate Investment Trust I (~~the ~~“Registrant”)~~SEC ~~with~~has ~~the~~been ~~Securities~~conducting ~~and Exchange~~an ~~Commission~~investigation ~~(the~~related ~~“SEC”) on September 20~~to, ~~2019 disclosing,~~ among other ~~items~~things, ~~that~~ the ~~Registrant~~advertising ~~entered into an Agreement~~ and ~~Plan~~sale of ~~Merger~~securities ~~with~~by RWREITs ~~Holdings~~affiliated ~~NNN~~with ~~REIT,~~the ~~Inc.~~Company ~~(“NNN~~in ~~REIT”), Katana Merger Sub, LP, a wholly-owned subsidiary of~~connection ~~NNN~~with ~~REIT~~their ~~(“Merger~~offering ~~Sub”),~~of ~~and~~securities ~~Rich Uncles NNN REIT Operating Partnership, LP, pursuant to which the Registrant will merge with~~ and ~~into~~compliance ~~Merger Sub,~~ with ~~Merger Sub surviving as a direct, wholly~~broker-~~owned~~dealer ~~subsidiary of NNN REIT (the “Merger”)~~regulations.

OnRecently, the Company’s sponsor, BrixInvest, LLC (the “Sponsor”), proposed a settlement of the investigation to the SEC and, on September 26, 2019, the ~~Registrant~~SEC ~~issued~~accepted ~~Frequently~~the ~~Asked~~settlement ~~Questions~~and ~~regarding~~entered an order (the ~~proposed~~“Order”) instituting ~~Merger.~~proceedings Aagainst ~~copy~~the Sponsor pursuant to Section 8A of the ~~Frequently~~Securities ~~Asked~~Act ~~Questions~~and ~~is attached~~Section ~~hereto~~21C asof ~~Exhibit~~the 99Exchange Act.1 ~~and~~The Company is ~~incorporated~~not ~~herein~~a ~~solely~~party ~~for~~to ~~purposes~~the settlement and understands that the staff of ~~this~~the ~~Item~~enforcement ~~7.01~~division ~~disclosure~~of the SEC does not to intend to recommend any action against the Company.

~~Pursuant~~Under to the ~~rules~~settlement, ~~and regulations of~~ the ~~SEC~~Sponsor, ~~the~~without ~~information~~denying inor ~~this~~admitting ~~Item~~any ~~7.01~~substantive ~~disclosure,~~findings ~~including~~in ~~Exhibit~~the ~~99.1 and information set forth therein~~Order, is ~~deemed~~consented to ~~have~~entry ~~been~~of ~~furnished~~the ~~and~~Order, ~~shall~~finding ~~not~~violations beby ~~deemed~~it ~~to be “filed” for purposes~~ of Section 185(b)(1) of the Securities ~~Exchange~~ Act ofand ~~1934,~~Section as15(a) of ~~amended, or otherwise subject to~~ the ~~liabilities~~Exchange ofAct. The ~~that~~Order ~~section,~~does ~~and shall~~ not befind ~~incorporated~~that bythe ~~reference into~~Sponsor violated any ~~registration~~anti-fraud ~~statement~~provisions orof ~~other document filed under~~ the ~~Securities~~federal ~~Act~~securities oflaws ~~1933, as amended,~~ or ~~the~~any ~~Securities~~other ~~Exchange~~law ~~Act~~and ofdoes ~~1934,~~not asfind ~~amended,~~any ~~except~~criminal asviolations ~~shall~~or beany ~~expressly~~scienter ~~set~~based ~~forth~~violation byinvolving ~~specific~~the ~~reference~~offer inand ~~such~~sale of ~~filing~~securities.

~~Item~~Under ~~8.01~~the ~~Other~~terms ~~Events~~of the Order, the Sponsor agreed to (i) cease-and-desist from committing or causing any future violations of Section 5(b) of the Securities Act and Section 15(a) of the Exchange Act, (ii) pay to the SEC a civil money penalty in the amount of $300,000 within 14 days of the entry of the Order, and (iii) undertake that any real estate investment trust which is or was formed, organized, or advised by it, including the Company, will not distribute securities except through a registered broker-dealer.

ADDITIONAL INFORMATION ABOUT THE MERGER

In connection with the Merger, NNN REIT will prepare and file with the SEC a Joint Proxy Statement and Prospectus jointly prepared by NNN REIT and the Registrant (with respect to its proxy statement), and other related documents. The Joint Proxy Statement and Prospectus will contain important information about the Merger and related matters. INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT AND PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER RELEVANT DOCUMENTS FILED BY THE REGISTRANT AND NNN REIT WITH THE SEC CAREFULLY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE REGISTRANT, NNN REIT AND THE MERGER. Investors and shareholders of the Registrant and NNN REIT may obtain free copies of the Joint Proxy Statement and Prospectus, the registration statement on Form S-4 prepared by NNN REIT for the Class C common stock, and other relevant documents filed by the Registrant and NNN REIT with the SEC (if and when they become available) through the website maintained by the SEC at www.sec.gov. Copies of the documents filed by the Registrant and NNN REIT with the SEC are also available free of charge on the Registrant’s and NNN REIT’s website at www.RichUncles.com.

This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

PARTICIPANTS IN SOLICITATION RELATING TO THE MERGER

The Registrant, NNN REIT and their respective trust managers, directors and executive officers may be deemed to be participants in the solicitation of proxies from the Registrant’s shareholders and NNN REIT’s stockholders in respect of the Merger. Information regarding the Registrant’s trust managers and executive officers can be found in the Registrant’s most recent Annual Report on Form 10-K filed on March 27, 2019. Information regarding NNN REIT’s directors and executive officers can be found in NNN REIT’s most recent Annual Report on Form 10-K filed on March 29, 2019. Additional information regarding the interests of such potential participants will be included in the Joint Proxy Statement and Prospectus and other relevant documents filed with the SEC in connection with the Merger if and when they become available. These documents are available free of charge on the SEC’s website and from the Registrant or NNN REIT, as applicable, using the sources indicated above.

Forward-Looking Statements

This report contains statements that constitute “forward-looking statements,” as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and such statements are intended to be covered by the safe harbor provided by the same. These statements are based on management’s current expectations and beliefs and are subject to a number of trends and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements; the Registrant can give no assurance that its expectations will be attained. Factors that could cause actual results to differ materially from the Registrant’s expectations include, but are not limited to, the risk that the Merger will not be consummated within the expected time period or at all; the occurrence of any event, change or other circumstances that could give rise to the termination of the Agreement and Plan of Merger regarding the Merger; the inability of the Registrant or NNN REIT to obtain stockholder approval of the Merger or the failure to satisfy the other conditions to completion of the Merger; risks related to disruption of management’s attention from the ongoing business operations due to the Merger; availability of suitable investment opportunities; changes in interest rates; the availability and terms of financing; general economic conditions; market conditions; legislative and regulatory changes that could adversely affect the business of the Registrant or NNN REIT; and other factors, including those set forth in the Risk Factors section of the Registrant’s most recent Annual Report on Form 10-K for the year ended December 31, 2018, as updated by the Registrant’s subsequent Quarterly Reports on Form 10-Q for the periods ended March 31, 2019 and June 30, 2019 filed with the SEC, and other reports filed by the Registrant with the SEC, copies of which are available on the SEC’s website, www.sec.gov. The Registrant undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Frequently Asked Questions dated September 26, 2019.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	~~RICH UNCLES REAL ESTATE INVESTMENT TRUST I~~	RICH UNCLES REAL ESTATE INVESTMENT TRUST I
	~~(Registrant)~~	(Registrant)
Dated: September 25, 2019	By:	/s/ Raymond J. Pacini
Dated: September 26, 2019	By:	/s/ Raymond J. Pacini
		Name:	Raymond J. Pacini
		Title:	Chief Financial Officer

Filing Compare · Rich Uncles Real Estate Investment Trust I