8-A12B 1 ny20001399x7_8a12b.htm FORM 8A-12B

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

__________________________

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF

THE SECURITIES EXCHANGE ACT OF 1934

__________________________

Modiv Inc.

(Exact Name of Registrant as Specified in its Charter)

Maryland (State or Other Jurisdiction of Incorporation or Organization)		47-4156046 (I.R.S. Employer Identification Number)

120 Newport Center Drive, Newport Beach, California (Address of Principal Executive Offices)		92660 (Zip Code)

___________________________

Securities to be registered pursuant to Section 12(b) of the Act:
(Title of Class to Be Registered)		(Name of Exchange on Which Class Is to Be Registered)
Class C Common Stock, par value $0.001 per share		New York Stock Exchange

If this Form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☒

If this Form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐

If this Form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐

Securities Act registration statement or Regulation A offering statement file number to which this form relates:

Registration No. 333-261529

Securities to be registered pursuant to Section 12(g) of the Act: None.

Item 1. Description of Registrant’s Securities to be Registered.

This registration statement relates to the registration under Section 12(b) of the Securities Exchange Act of 1934, as amended, of the Class C Common Stock, $0.001 par value per share (the “Class C Common Stock”), of Modiv Inc., a Maryland corporation (the “Registrant”). The description of the Class C Common Stock set forth under the caption “Description of Capital Stock and Securities Offered – Common Stock” in the prospectus forming a part of the Registrant’s registration statement on Form S-11 (File No. 333-261529), as amended (the “Registration Statement”), that was initially filed with the U.S. Securities and Exchange Commission (the “Commission”) on December 8, 2021, is incorporated herein by reference. The description of the Class C Common Stock set forth in the prospectus relating to the Registration Statement to be filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, shall be deemed to be incorporated herein by reference.

Item 2. Exhibits.

Exhibit Number		Description
3.1		Articles of Amendment and Restatement of Modiv Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 000-55776) filed with the Securities and Exchange Commission on July 8, 2021).

3.2		Amended and Restated Bylaws of Modiv Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 000-55776) filed with the Securities and Exchange Commission on August 2, 2021).

3.3		Articles Supplementary designating 7.375% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.001 par value per share (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-40814) filed with the Securities and Exchange Commission on September 17, 2021).

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

	MODIV INC.

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

Date: February 9, 2022

SEC Form 8-A12B filed by Modiv Inc.