United States

Securities and Exchange Commission
Washington, D.C. 20549

 

Form 8-K

 

Current Report

 

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

 

Date of report:  April 1, 2019
(Date of Earliest Event Reported)

 

REALTY INCOME CORPORATION
(Exact name of registrant as specified in its charter)

 

 

11995 El Camino Real, San Diego, California 92130
(Address of principal executive offices)

 

(858) 284-5000
(Registrant’s telephone number, including area code)

 

N/A
(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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 8.01        Other Events

 

On April 1, 2019, Realty Income Corporation, a Maryland corporation (the “Company”) filed a prospectus supplement to the prospectus dated November 5, 2018 that is part of the Registration Statement on Form S-3 (Registration No. 333-228157) related to the offer and sale from time to time of up to 373,797 shares of common stock, par value $0.01 per share, of the Company by selling stockholders which may receive such shares upon redemption of units of limited partnership interest in Realty Income, L.P.

 

Item 9.01        Financial Statements and Exhibits

 

(d) Exhibits

 

5.1	Opinion of Venable LLP
23.1	Consent of Venable LLP (included as part of Exhibit 5.1)

 

 

INDEX TO EXHIBITS

 

Exhibit No.		Description
5.1		Opinion of Venable LLP
23.1		Consent of Venable LLP (included as part of Exhibit 5.1)

 

 

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.

 

Dated: April 1, 2019	REALTY INCOME CORPORATION
	By:	/s/ MICHAEL R. PFEIFFER
		Michael R. Pfeiffer
		Executive Vice President, Chief Administrative Officer, General Counsel and Secretary