THIS IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY THE SECURITIES DESCRIBED HEREIN. AN OFFERING IS MADE ONLY BY THE PROSPECTUS. THIS SALES AND ADVERTISING LITERATURE MUST BE READ IN CONJUNCTION WITH THE PROSPECTUS IN ORDER TO UNDERSTAND FULLY ALL OF THE IMPLICATIONS AND RISKS OF THE OFFERING OF SECURITIES TO WHICH IT RELATES. A COPY OF THE PROSPECTUS MUST BE MADE AVAILABLE TO YOU IN CONNECTION WITH THIS OFFERING. NO OFFERING IS MADE TO NEW YORK RESIDENTS EXCEPT BY A PROSPECTUS FILED WITH THE DEPARTMENT OF LAW OF THE STATE OF NEW YORK. NEITHER THE SECURITIES AND EXCHANGE COMMISSION, THE ATTORNEY GENERAL OF THE STATE OF NEW YORK NOR ANY OTHER STATE SECURITIES REGULATOR HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THE PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. AN INVESTMENT IN PHILLIPS EDISON GROCERY CENTER REIT III, INC. INVOLVES A HIGH DEGREE OF RISK AND THERE CAN BE NO ASSURANCE THAT THE INVESTMENT OBJECTIVES OF THIS PROGRAM WILL BE ATTAINED. IMPORTANT RISK DISCLOSURES
An investment in Phillips Edison Grocery Center REIT III, Inc. involves a high degree of risk and there can be no assurance that the investment objectives of this program will be attained. No public market currently exists for our shares of common stock; we set the offering prices of our shares arbitrarily; we commenced investment operations on December 19, 2016 in connection with the acquisition of our first property, and we have a limited operating history; we have not identified any additional investments to make with proceeds from this offering, and we are therefore a "blind pool"; Investors in this offering will experience immediate dilution in their investment; we are dependent on our advisor and its affiliates to select investments and conduct our operations and this offering; we pay substantial fees and expenses to our advisor, its affiliates and broker-dealers; our executive officers and some of our directors face conflicts of interest; if we are unable to raise substantial funds during our offering stage, we may not be able to acquire a diverse portfolio of real estate investments and the value of our stockholders' investment may vary more widely with the performance of specific assets; there are restrictions on the ownership and transferability of our shares of common stock; our charter permits us to pay distributions from any source without limitation, including from offering proceeds, borrowings, sales of assets or waivers or deferrals of fees otherwise owed to our advisor; distributions that exceed our net income or net capital gain will likely represent a return of capital as opposed to current income or gain, as applicable; we may change our targeted investments without stockholder consent; some of the other programs sponsored by our sponsor have experienced adverse business developments or conditions. This material must be read in conjunction with the applicable prospectus in order to understand all the implications and risks of any offering of securities to which the material relates. If you have not previously reviewed a prospectus, click here.
Griffin Capital Securities, LLC, Member FINRA/SIPC, is the dealer manager for the Phillips Edison Grocery Center REIT III, Inc. offering.
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