UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~ SECTION 13 orOR 15(d) ofOF THE SECURITIES EXCHANGE ACT OF 1934

~~The~~Date ~~Securities~~of ~~Exchange~~Report ~~Act~~(Date of ~~1934~~earliest event reported): December 17, 2019

Date of Report (Date of earliest event reported): October 14, 2019

Rich Uncles Real Estate Investment Trust I

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in ~~its~~Its ~~charter~~Charter)

California	000-55623	~~000~~37-~~55623~~6511147		~~37-6511147~~
(State or other jurisdiction		(Commission		(I.R.S. Employer
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
of incorporation)		File Number)		Identification No.)
3090 Bristol Street, Suite 550
Costa Mesa, California			92626
(Address of principal executive offices)			(Zip Code)

~~Not~~3090 ~~Applicable~~Bristol Street, Suite 550, Costa Mesa, California

~~(Former name or former address, if changed since last report.)~~92626

~~Registrant’s~~(Address ~~telephone~~of ~~number,~~principal ~~including~~executive ~~area code: (855~~offices) ~~742-4862~~

~~Securities registered pursuant to Section 12~~(b)Zip ~~of the Act.~~Code)

~~Title of each class Trading symbols~~(s855) ~~Name of each exchange on which registered N/A N/A N/A~~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:

o☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

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

AsSecurities ofregistered ~~September~~pursuant ~~30,~~to ~~2019,~~Section ~~there~~12(b) ~~were 8,344,729 shares~~ of ~~common~~the ~~stock outstanding~~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 o ☐

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. o ☐

Item 85.~~01.~~07 ~~Other~~Submission ~~Events~~of Matters to a Vote of Security Holders.

~~Quarterly~~On ~~Distributions~~December ~~Declared~~17, 2019, Rich Uncles Real Estate Investment Trust I (“REIT I”) held a Special Meeting of Shareholders (the “Special Meeting”). The following is a brief description of each matter voted upon at the Special Meeting and a statement of the number of votes cast for or against and the number of abstentions and broker non-votes with respect to each matter, as applicable. The matters are described in detail in the Joint Proxy Statement and Prospectus as filed by REIT I with the SEC on Schedule 14A on October 22, 2019.

OnAs of October 1421, 2019, the ~~board~~record ofdate ~~trust~~for ~~managers~~REIT ~~(the~~I’s “special ~~Board”)~~meeting, ofthere ~~Rich~~were ~~Uncles~~7,866,407 shares ~~Real~~of ~~Estate~~REIT ~~Investment Trust~~ I ~~(the~~common ~~“Company”)~~stock ~~declared~~outstanding, ~~distributions~~held ~~based~~by onnon-affiliates ~~daily~~and ~~record~~entitled ~~dates~~to ~~for~~vote on ~~the~~proposal ~~period~~one ~~July 1, 2019 through September 30, 2019~~ at athe ~~rate~~special ~~of $~~meeting.~~00203804~~ As ~~per~~of ~~share~~the ~~per~~record ~~day~~date, onthere ~~the~~were ~~outstanding~~ 8,344,729 shares of ~~the~~REIT ~~Company’s~~I common stock, ~~which~~outstanding ~~the~~and ~~Company~~entitled ~~will~~to ~~pay~~vote on ~~October~~proposals ~~25,~~two ~~2019.~~and ~~The~~three ~~daily~~at ~~distribution~~the ~~rate~~special ~~of $~~meeting.~~00203804~~ Set ~~per~~forth below ~~share~~are ofthe ~~common~~final ~~stock~~voting ~~per~~results ~~day~~from ~~reflects~~REIT anI’s ~~annualized~~special ~~distribution of $0.75 per share, which remains unchanged from prior distributions.~~meeting:

As1. To ~~previously~~consider ~~announced~~and onvote ~~April~~upon ~~23,~~a ~~2019,~~proposal ~~the~~to ~~Company’s~~approve ~~Distribution Reinvestment Plan (~~the ~~“DRIP”)~~transactions ~~was~~described ~~suspended~~ in ~~connection with~~ the ~~Company’s~~Agreement ~~analysis~~and Plan of ~~strategic~~Merger, ~~alternatives~~dated ~~which~~as ~~was~~of ~~announced~~September in19, ~~January~~ 2019., ~~The~~by ~~strategic~~and ~~alternatives~~among ~~process~~REIT ~~resulted~~I, ~~in the Company entering into a merger agreement with~~ RW Holdings NNN REIT, Inc. ~~(“NNN REIT”) which was announced on September 19~~, ~~2019.~~Rich ~~Therefore,~~Uncles ~~all~~NNN REIT ~~distributions~~Operating ~~will~~Partnership beand ~~paid~~Katana inMerger ~~cash. The suspension of the DRIP will remain in place until the Board determines an appropriate time~~Sub, ifLP ~~any, to reopen~~ (the ~~DRIP~~“Merger”).

The Company has scheduled a special meeting of its shareholders to be held on December 17, 2017 to consider approval of the proposed merger with NNN REIT. The Company currently intends to start sending its shareholders a joint proxy statement and prospectus, which will provide details of the proposed merger and voting instructions for the special meeting, on or about October 22, 2019.

For		Against		Abstain		Broker Non-Votes
5,513,319		509,932		318,637		-0-

The ~~amount~~Merger ofproposal ~~any~~was future distributions, and the declaration and payment thereof, and whether or not to reinstate the DRIP will be determined by the Board based on the results of the special meeting, the Company’s financial condition and such other factors as the Board deems relevantapproved. The Company’s operating performance and the timing and amount of future distributions is subject to risks and uncertainties as described under “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

~~Forward~~2. To consider and vote upon a proposal to approve an amendment to REIT I’s Amended and Restated Declaration of Trust (the “REIT I Declaration of Trust”) to exclude the Merger from the substantive and procedural requirements of the REIT I Declaration of Trust applicable to “Roll-~~Looking~~Up ~~Statements~~Transactions” (as defined in the REIT I Declaration of Trust).

Certain statements contained in this Current Report on Form 8-K, other than historical facts, may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company intends for all such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act, Section 21E of the Exchange Act and other applicable law. Such statements include, in particular, statements about future distributions, reinstatement of the DRIP, and about the Company’s proposed merger with NNN REIT and the related timing, which could differ materially in the future. Therefore, such statements are not guarantees of future results and are subject to risks, uncertainties and other factors, some of which are beyond the Company’s control, are difficult to predict and could cause actual results to differ materially from those expressed or implied in the forward-looking statements. Such forward-looking statements can generally be identified by our use of forward-looking terminology such as “may,” “can,” “will,” “would,” “could,” “should,” “plan,” “potential,” “project,” “expect,” “intend,” “anticipate,” “estimate,” “believe,” “continue,” or other similar words.

For		Against		Abstain		Broker Non-Votes
5,853,886		482,564		546,760		-0-

Forward-looking statements that were true at the time made may ultimately prove to be incorrect or false. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this Current Report on Form 8-K and in the Company’s other filings with the SEC. We caution readers not to place undue reliance on forward-looking statements, which reflect management’s view only as of the date of this Current Report on Form 8-K is filed with the Securities and Exchange Commission. The ~~Company~~REIT ~~makes~~I noDeclaration ~~representation or warranty, express or implied, about the accuracy~~ of ~~any~~Trust ~~such~~amendment ~~forward-looking~~proposal ~~statements~~was ~~contained hereunder~~approved. Except as otherwise required by federal securities laws, the Company undertakes no obligation to update or revise any forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results, whether as a result of new information, future events or otherwise.

3. To consider and vote upon any adjournments or postponements of the Special Meeting, including, without limitation, a motion to adjourn the Special Meeting to another time for the purpose of soliciting additional proxies to approve the proposals above.

For		Against		Abstain		Broker Non-Votes
5,968,947		414,303		499,960		-0-

This proposal was approved.

No other proposals were submitted to a vote of REIT I’s shareholders at the Special Meeting.

REIT I currently expects the Merger to become effective (the “Merger Date”) as early as December 31, 2019; however, no assurance can be made that the Merger will become effective by that date, and the Merger Date may occur thereafter.

Forward-Looking Statements

Certain statements contained in this Current Report on Form 8-K, other than historical facts, may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). REIT I intends for all such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act, Section 21E of the Exchange Act and other applicable law. Such statements include, in particular, statements about the occurrence of the Merger Date, the exact timing of which remains uncertain. Therefore, such statements are not guarantees of future results and are subject to risks, uncertainties and other factors, some of which are beyond REIT I’s control, are difficult to predict and could cause actual results to differ materially from those expressed or implied in the forward-looking statements. Such forward-looking statements can generally be identified by our use of forward-looking terminology such as “may,” “can,” “will,” “would,” “could,” “should,” “plan,” “potential,” “project,” “expect,” “intend,” “anticipate,” “estimate,” “believe,” “continue,” or other similar words.

Forward-looking statements that were true at the time made may ultimately prove to be incorrect or false. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this Current Report on Form 8-K and in REIT I’s other filings with the SEC. We caution readers not to place undue reliance on forward-looking statements, which reflect management’s view only as of the date this Current Report on Form 8-K is filed with the Securities and Exchange Commission. REIT I makes no representation or warranty, express or implied, about the accuracy of any such forward-looking statements contained hereunder. Except as otherwise required by federal securities laws, REIT I undertakes no obligation to update or revise any forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results, whether as a result of new information, future events or otherwise.

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 By: /s/ RAYMOND J. PACINI Raymond J. Pacini Chief Financial Officer

	RICH UNCLES REAL ESTATE INVESTMENT TRUST I
	(Registrant)

December 23, 2019	By:	/s/ Raymond J. Pacini
		Name:	Raymond J. Pacini
		Title:	Chief Financial Officer

Date: October 17, 2019

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