Sila Realty Trust, Inc. (Form: 8-K, Received: 09/10/2021 14:40:04)

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________________

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 9, 2021

___________________________________________

SILA REALTY TRUST, INC.

(Exact Name of Registrant as Specified in Its Charter)

___________________________________________

Maryland

000-55435

46-1854011

(State or other jurisdiction of
incorporation or organization)

(Commission
File Number)

(I.R.S. Employer
Identification No.)

4890 West Kennedy Blvd.

Tampa, Florida 33609

(Address of principal executive offices)

(Registrant’s telephone number, including area code)

(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))

Securities registered pursuant to Section 12(b) of the Act: None

Title of each class

Trading Symbol

Name of each exchange on which registered

N/A

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 9, 2021, the compensation committee of the board of directors of Sila Realty Trust, Inc. (the "Company") amended the deferred stock award agreements (collectively, the "Amended DSU Agreements") previously entered into with each of the Company's five Named Executive Officers on January 8, 2021 (collectively, the "DSU Agreements"). The Company intended for the DSU Agreements to provide for the beneficiary to receive a dividend equivalent credit equal to any normal cash dividend, special cash dividend or special cash distribution declared by the Company with respect to its shares of common stock for each outstanding deferred stock unit, however, due to an inadvertent omission, the DSU Agreements did not specifically include a dividend equivalent credit with respect to any special cash dividend or special cash distribution. The Amended DSU Agreements are designed to correct this oversight.

Item 9.01 Financial Statements and Exhibits.


10.1			Form of Amended Deferred Stock Award Agreement.
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.


	SILA REALTY TRUST, INC.

Dated: September 10, 2021	By:	/s/ Kay C. Neely
	Name:	Kay C. Neely
	Title:	Chief Financial Officer

SILA REALTY TRUST, INC. DEFERRED STOCK AWARD AGREEMENT

This First Amendment to Sila Realty Trust, Inc. Deferred Stock Award Agreement (the “Amendment”) is entered into on this ____ day of __________, 2021, by ____________________ (the “Participant”) and SILA REALTY TRUST, INC., a Maryland corporation (the “Company”).

WHEREAS, on ____________________, the Participant and the Company entered into the Sila Realty Trust, Inc. Deferred Stock Award Agreement (the “Agreement”);

WHEREAS, the Company intended for the Agreement to provide for the Participant to receive a Dividend Equivalent credit equal to any normal cash dividend, special cash dividend or special cash distribution declared by the Company with respect to its shares of Common Stock for each outstanding Deferred Stock Unit, however, due to an inadvertent omission, the Agreement did not include a Dividend Equivalent credit with respect to any special cash dividend or special cash distribution; and

WHEREAS, the Company and the Participant desire to amend the Agreement to provide for the Participant to receive a Dividend Equivalent credit equal to any normal cash dividend, special cash dividend or special cash distribution declared by the Company with respect to its shares of Common Stock for each outstanding Deferred Stock Unit, including the special cash distribution declared by the Company with respect to the Company’s stockholders of record as of the close business on July 26, 2021.

NOW, THEREFORE in consideration of the foregoing recitals, and the affirmation of the existing mutual promises and covenants contained in the Agreement, and for other good and

valuable consideration, the sufficiency of which is hereby acknowledged, the Participant and the Company agree as follows;

1.The recitals set forth above are true and correct.

2.The Effective Date of this Amendment shall be the date first above written regardless of when the last party hereto signs this Amendment.

3.Section 1.4 of the Agreement is hereby amended in its entirety to read as follows:

1.4 Rights as Stockholder; Dividend Equivalents & Voting Rights. The Participant (or any subsequent transferee) shall have no rights as a Stockholder with respect to any Deferred Stock Units until shares are issued pursuant to Section 1.3. The Participant shall be entitled to Dividend Equivalents with respect to the Vested Deferred Stock Units, as described herein. If the Company declares a normal cash dividend, special cash dividend or special cash distribution on its shares of Common Stock and the record date of such normal cash dividend, special cash dividend or special cash distribution is on or after the Award Date and on or before the date shares of Common Stock are issued pursuant to Section 1.3 in respect of any Vested Deferred Stock Units, the Participant (or any subsequent transferee) shall receive a Dividend Equivalent credit equal to such normal cash dividend, special cash dividend or special cash distribution for each outstanding Deferred Stock Unit. Any such Dividend Equivalent credits shall be accumulated (without interest) and shall be subject to the same terms and conditions as are applicable to the Deferred Stock Units to which the Dividend Equivalents relate, including, without limitation, the restrictions on transfer, forfeiture, vesting and payment provisions contained in this Agreement. For avoidance of doubt, Dividend Equivalents shall be paid in cash on the date the Vested Deferred Stock Units to which they relate are converted into shares of Common Stock and they shall only be paid with respect to Vested Deferred Stock Units. Furthermore, for the avoidance of doubt, the Participant shall receive a Dividend Equivalent credit for each outstanding Deferred Stock Unit equal to the special cash distribution declared by the Company with respect to the Company’s stockholders of record as of the close business on July 26, 2021. Any dividends or distributions paid in the form of Common Stock of the Company or other securities shall be considered additional Deferred Stock Units and shall be subject to all terms and provisions of this Agreement as the underlying Deferred Stock Units. The Participant (or any subsequent transferee) shall have all voting rights applicable to shares of Common Stock for which the record date is on or after the date the shares are issued pursuant to Section 1.3. The Participant (or any subsequent transferee) shall have no rights whatsoever (dividend, voting or otherwise) with respect to Deferred Stock Units that are forfeited.

4. Except as amended and modified hereby, all of the terms, provisions and conditions of the Agreement are hereby ratified and affirmed and shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed and it shall be effective as of the date and year first above written.

__________________________________

Date: _______________

Sila Realty Trust, Inc.

By:_________________________________

Its:_______________________

Date: ___________________