SecProbe.io

Mailstop 3233
February 5, 2016

Via E -mail
Harold Hofer
Chief Executive Officer
Rich Uncles NNN REIT, Inc.
3080 Bristol Street Suite 550
Costa Mesa, CA 92626

Re: Rich Uncles NNN REIT, Inc.
Amendment No. 3 to Re gistration Statement on Form S -11
Filed December 11 , 2015
Amendment No. 4 to Re gistration Statement on Form S -11
Filed January 11, 2016
  File No. 333-205684

Dear Mr. Hofer :

We have reviewed your amended registration statement  and have the following
comments .  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply t o your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have ad ditional comments.   Unless  we note
otherwise , our references to prior comments are to comments in our December 15 , 2015  letter .

General

1. We note your response to comment 8 of our letter dated August 11, 2015, and we reissue
the comment.  Your existing pub lic website, www.RichUncles.com, does not appear to
include disclaimers, restrictive legends  or consistent technological measures limiting
communications and making it clear that the offering is limited to California residents
pursuant to Rule 147 and t o non -residents of the United States pursuant to Regulation S.
Please revise accordingly and tell us how your existing public  website  compl ies with
Section  5 of the Securities Act of 1933.  Refer to  the Securities Act Rules Compliance
and Disclosure Interpretations, including Question 141.05 thereof.  We may have further
comment.

Harold Hofer
Rich Uncles NNN REIT, Inc.
February 5, 2016
Page 2

 2. We further note the proposed website submitted by you as sales literature on January 11,
2016.  The proposed website appears to be substantially identical to your existing p ublic
website, www.RichUncles.com , and includes projected cash di stribution s and returns as
well as information regarding properties that you do not own.  Please revise your
proposed website to be consistent with the representations in the prospectus and prese nt a
balanced discussion of the both the risk and reward of an investment.  Please refer to
Industry Guide 5 and CF Disclosure Guidance: Topic No. 3 at
http://www.sec.gov/divisions/corpfin/guidance/cfguidance -topic3.htm .  We may have
further comment.

3. Please provide a narrative summary of the prior performance of programs sponsored by
your sponsor that invested primarily in real estate.   In your response, please include all
relevant disclosure required by Section 8.A of Industry Guide 5.  Additionally, p lease
balance your disclosure in this section by including a discussion of the major adverse
business developments experienced by any prior program of your sponsor. Refer to
Section 8.A (2) of Industry Guide 5.

4. We note your response to comment 4 of our letter .  We disagree that your repurchase
program is similar to those granted relief in the letters you referenced in your response.
We note, among other things, that your program appears to have no limit on the number
of shares that could be repurchased other than by reference to the funds available to you,
that you intend to purchase more shares than those requested to be purchased by holders
who would have fewer than 500 shares subsequent to the repurchase requested, and that it
is unclear what the periods ar e for making a request and withdrawing a request for
repurchase.  Please advise or revise.

Estimated Use of Proceeds, page 35

5. We note your response to comment 5 of our letter.  We further note the disclosure in the
fee tables starting on pages 3 and 44 relating to “Estimated Amount Paid in First Year of
Operations (Assuming 5,000,000 Shares Are Sold).”  Please note that Industry Guide 5
references the inclusion of the maximum and minimum proceeds of the offering.
Calculations that show the amount of fees or other benefits to be paid to the advisor and
its affiliates should be based on the total amount registered .  Please revise accordingly.

Compensation, page 44

6. We note your response to comment 7 of our letter.  Please revise your disclosure to
include the informatio n set forth in your supplemental response.  Please also tell us with a
view toward disclosure how you considered any conflicts of interest relating to  the
board ’s ability  to make the final determination on your net asset value in light of the
subordinated particip ation in distributions.

Harold Hofer
Rich Uncles NNN REIT, Inc.
February 5, 2016
Page 3

 7. Please disclose whether you may increase the compensation and fees payable to your
advisor and its affiliates, including your sponsor, without the consent of your
stockholders.

Calculation of Net Asset Value Per Share, page 47

8. Please confirm whether you intend your quantitative NAV disclosures , or any component
thereof (including, by way of example only, the values of your commercial real estate
properties , real estate assets , and related liabilities)  to be expertised.   To the extent your
NAV disclosures will be expertised, please confirm that you will file the third party
consent and revise your expert section to identify the expert and the disclosures being
expertised.

9. Please explain to us in detail how you intend to u pdate the prospectus to reflect
significant events that will have a material impact on NAV before such impact is
reflected in the NAV calculation .

10. Please provide us, on a supplemental basis, with your template for future NAV
disclosures, including any key  assumptions or methodologies that wi ll be used in such
calculations.  We may have further comment.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
63

11. We note your response to comment 10 of our letter and your disclosure that you “intend
to solicit the shareholders of Rich Uncles I.”  We continue to believe that you should tell
us how you intend to solicit shareholders and limited partners of Rich Uncles I in
compliance with the registration requirements of the Securities Act or pursuant to an
exemption.  We may have further comment.

Appendix C: Prior Performance, page C -1

12. Please provide us with a detailed explanation of why you have not provided the
disclosures  required by Table III – Operating Results of Pr ior Programs,  Table IV –
Results of Completed Programs , and Table V – Sales or Disposals of Properties,
respectively, of Industry Guide 5.   Refer to Industry Guide 5 and CF Disclosure
Guidance: Topic No. 6 .  We may have further comment.

Division of Trading and Markets

13. We note your response to comment 12 of our letter.  Please confirm that there is no
secondary trading market (public or private, including on any online auction platforms)
for the company’s common stock and that the company will termin ate its share
repurchase program during the distribution of its common stock in the event that such a
trading market for the company’s common stock develops.

Harold Hofer
Rich Uncles NNN REIT, Inc.
February 5, 2016
Page 4

Harold Hofer
Rich Uncles NNN REIT, Inc.
February 5, 2016
Page 5

 14. We note your response to comment 13 of our letter.  Please supplementally provide us,
separately  for each officer and affiliate of the Company, including Hofer, Mackler, Wirta,
the Company’s Sponsor, Advisor, and Operating Partnership, and all subsidiaries, parent
companies, and officers and owners of the Company's Sponsor, Advisor, and Operating
Partnership, estimates of the total amount of compensation, administrative charges, fees,
participations in distributions, and any other remuneration expected to be received by
such person and entity in connection with the Company's (i) organization and propo sed
public offering, (ii) operation, and (iii) liquidation, assuming 5 million shares of the
Company's common stock are sold, the Company uses its target leverage of 50%, the
annual increase in the Net Asset Value per share of the Company's common stock is
sufficient for the Company to be able to pay its investors an annual 7.5% cumulative,
non-compounded return, and the company is liquidated after five years of operation.  For
each such person and entity, please provide a breakdown of each type of remunera tion,
and the amount of each type of remuneration, expected to be received in connection with
the Company's (i) organization and proposed public offering, (ii) operation, and (iii)
liquidation.

You may contact Paul Cline, Staff Accountant,  at 202-551-3851 or Eric McPhee, Staff
Accountant , at 202-551-3693 if you have questions regarding comments on the financial
statements and related matters.   With respect to questions relating to  comments set forth under
the heading “Division of Trading and Markets ,” please contact Brice D. Prince  in the Division of
Trading and Markets  at 202 -551-5595.  Please contact Sara von Althann, Attorney -Advisor,  at
202-551-3207 or me at 202-551-3401 with any other questions.

Sincerely,

 /s/ Jennifer Gowetski

Jennifer Gowetski
Special Counsel
Office of Real Estate and
Commodities
cc: Lee Polson, Partner
Strasburger & Price, LLP