Edgar Filing: SPIRIT REALTY CAPITAL, INC.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

NOLAN THOMAS H JR

2. Issuer Name and Ticker or Trading Symbol
SPIRIT REALTY CAPITAL, INC. [SRC]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chief Executive Officer

(Last)

(First)

(Middle)

C/O SPIRIT REALTY CAPITAL, INC., 2727 N. HARWOOD STREET, SUITE 300

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2017

(Street)

DALLAS, TX 75201

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01 per share	03/01/2017		S		15,000	D ⁽¹⁾ ⁽²⁾	$ 10.8473	818,186	D
Common Stock, par value $0.01 per share	03/01/2017		F		18,667	D ⁽³⁾	$ 10.9	799,519	D
Common Stock, par value $0.01 per share	03/02/2017		A		160,714	A ⁽⁴⁾	$ 10.85	960,233	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
NOLAN THOMAS H JR C/O SPIRIT REALTY CAPITAL, INC. 2727 N. HARWOOD STREET, SUITE 300 DALLAS, TX 75201	X		Chief Executive Officer

Signatures

/s/ Phillip Joseph D. Jr., as attorney-in-fact for Thomas H. Nolan, Jr.		03/03/2017
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Sales made pursuant to a previously established Rule 10b5-1 plan.
(2)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.75 to $10.94 per share, inclusive. The reporting person undertakes to provide full information regarding the number of shares sold at each separate price point upon request of the Securities and Exchange Commission staff, issuer, or stockholder of issuer.
(3)	Represents shares surrendered to Issuer in connection with the issuance of performance share awards to satisfy the income tax withholding and remittance obligations of the reporting person at a net settlement price equal to the closing price on NYSE on March 1, 2017 of $10.90 and does not represent a sale by the reporting person.
(4)	Shares of Restricted Stock granted pursuant to the Company's Incentive Award Plan. The shares of Restricted Stock vest annually in three equal installments beginning on February 1, 2018.

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