UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): July 19, 2018
_________________________________
Strategic Realty Trust, Inc.
(Exact name of Registrant specified in its Charter)
_________________________________
Maryland
000-54376
90-0413866
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(IRS Employer
Identification No.)
66 Bovet Road, Suite 100
San Mateo, California, 94402
(Address of Principal Executive Offices, including Zip Code)
Registrant’s telephone number, including area code: (650) 343-9300

(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))
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 1.01. Entry into a Material Definitive Agreement.
On July 19, 20018, Strategic Realty Trust, Inc. (the “Company”), Strategic Realty Operating Partnership, LP, the Company’s operating partnership, and SRT Advisor, LLC, the Company’s external advisor, entered into the Fifth Amendment to the Advisory Agreement (as amended, the “Advisory Agreement”). The Advisory Agreement has been renewed for an additional term of two months, beginning on August 10, 2018. In all other material respects, the terms of the Advisory Agreement remain unchanged. A copy of the Fifth Amendment to the Advisory Agreement is provided at Exhibit 10.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
Exhibit No.
 
Description
 
Fifth Amendment to the Advisory Agreement


SIGNATURES
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.
 
 
 
 
 
 
STRATEGIC REALTY TRUST, INC.
 
 
 
Dated: July 20, 2018
By:
/s/ Andrew Batinovich
 
 
 
 
Andrew Batinovich
 
 
 
 
Chief Executive Officer



FIFTH AMENDMENT
TO
ADVISORY AGREEMENT
AMONG
STRATEGIC REALTY TRUST, INC.
STRATEGIC REALTY OPERATING PARTNERSHIP, LP,
AND
SRT ADVISOR, LLC
THIS FIFTH AMENDMENT TO THE ADVISORY AGREEMENT (“FIFTH AMENDMENT”), dated as of July 19, 2018 (the “Effective Date”) is entered into by and among Strategic Realty Trust Inc., a Maryland corporation (the “Company”), Strategic Realty Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), and SRT Advisor, LLC, a Delaware limited liability company (the “Advisor”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Advisory Agreement.

W I T N E S S E T H
WHEREAS, the Company, the Operating Partnership and the Advisor entered into that certain Advisory Agreement dated as of August 10, 2013, which was amended by that certain First Amendment to Advisory Agreement dated as of July 15, 2014, that Second Amendment to Advisory Agreement dated as of August 3, 2015, that Third Amendment to Advisory Agreement dated as of July 19, 2016, and that Fourth Amendment to Advisory Agreement dated as of July 25, 2017 (as amended by this Fifth Amendment , the “Advisory Agreement”) which by its current terms will expire on August 9, 2018; and
WHEREAS, the parties hereto desire to renew the Advisory Agreement for an additional 2 months from August 10, 2018, on the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, the parties hereto, intending to be legally bound, hereby agree as follows:

1.
Term: The Advisory Agreement is hereby renewed for an additional term of two months, beginning on August 10, 2018.

2.
Except as specifically set forth above, the Advisory Agreement shall remain unmodified, and in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed this Fifth Amendment as of the date first above written.

Strategic Realty Trust, Inc.

By:    ____________________________
Andrew Batinovich, President

Strategic Realty Operating Partnership, L.P.
By:    Strategic Realty Trust, Inc.
Its General Partner
By:    _________________________________
Andrew Batinovich, President

SRT Advisor, LLC
By:    ________________________________
    G. Lee Burns, SVP