SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* SPIRIT REALTY CAPITAL, INC. (Last) (First) (Middle) 2727 NORTH HARWOOD STREET, SUITE 300 (Street) DALLAS TX 75201 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/10/2018	3. Issuer Name and Ticker or Trading Symbol Spirit MTA REIT [ SMTA ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common shares of beneficial interest	20,000	I	See footnote(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* SPIRIT REALTY CAPITAL, INC. (Last) (First) (Middle) 2727 NORTH HARWOOD STREET, SUITE 300 (Street) DALLAS TX 75201 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Spirit General OP Holdings, LLC (Last) (First) (Middle) 2727 NORTH HARWOOD STREET, SUITE 300 (Street) DALLAS TX 75201 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Spirit Realty, L.P. (Last) (First) (Middle) 2727 NORTH HARWOOD STREET, SUITE 300 (Street) DALLAS TX 75201 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The shares are directly owned by Spirit Realty, L.P. Spirit General OP Holdings, LLC, a wholly-owned subsidiary of Spirit Realty Capital, Inc., is the general partner of Spirit Realty, L.P. It is expected that on May 31, 2018, Spirit Realty Capital, Inc. will cause to be distributed to its shareholders all of the outstanding common shares of beneficial interest of Spirit MTA REIT previously held by Spirit Realty, L.P.

Remarks:

	Sprit Realty Capital, Inc. By: /s/ Michael Hughes, Executive Vice President, Chief Financial Officer and Treasurer	05/10/2018
	Spirit General OP Holdings, LLC By: /s/ Michael Hughes, Executive Vice President, Chief Financial Officer and Treasurer	05/10/2018
	Spirit Realty, L.P. By: /s/ Michael Hughes, Executive Vice President, Chief Financial Officer and Treasurer	05/10/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
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