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May 23, 2016

Jennifer Gowetski

Special Counsel

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re:
Rich Uncles NNN REIT, Inc.

Amendment No. 8 to Registration Statement on Form S-11

Filed May 23, 2016

File No.  333-205684

Dear Ms. Gowetski:

Rich Uncles NNN REIT, Inc. (the “Company”) provides the following information in response to the comments contained in the correspondence of the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission, dated April 18, 2016, relating to the above-referenced filing.  We have repeated the text of your comments below and followed each with our response.  Further, on May 23, 2016, the Company filed Pre-Effective Amendment No. 8 to its Registration Statement on Form S-11, containing the revisions described below. Our responses below refer to Amendment No. 8, and we enclose five paper copies of Amendment No. 8, marked to show changes from Amendment No. 7 (filed March 25, 2016).

General

1.

We note your response to comment 2 of our letter, including the line item in your tabular template indicating that the subordinated participation fee, as determined by the board, is deducted in calculating NAV.  However, we also note your response to comment 5 of our letter and your statement on page 50 that the subordinated participation fee consists of “(i) 40.0% of the amount by which the increase in NAV per share exceeds the highest previous NAV per share as determined by the board of directors (or $10.00 per share if no such determination has been made) less any prior return of capital, and (ii) 40.0% of the amount by which distributions to stockholders for the year exceed a 6.5% return on the purchase price of their shares.”  Please advise us how the subordinated participation fee will be deducted in calculating NAV when it is based in part on the calculation of NAV.  As applicable, please revise your disclosure to more specifically explain how the subordinated participation fee will be deducted in calculating NAV.

Jennifer Gowetski

May 23, 2016

Page 2

Response:  We have revised the Form S-11 to provide additional detail concerning the interaction of the calculation of NAV and the calculation of the subordinated participation fee; please see attached pages 1, 5-7, and 50-52 of Amendment No. 8.  As described in Amendment No. 8, the subordinated participation fee is calculated based on the NAV figure described in the disclosure on pages 55-56 under the caption “Calculation of Our NAV Per Share”, defined and referred to as the “Preliminary NAV”.  As further noted in that disclosure, if our advisor is entitled to receive a subordinated participation fee for a given annual period, that fee amount then reduces the Preliminary NAV figure for use in future calculations, including any future offering prices per share at which shares are offered to the public, because the amounts represented by the fee are paid from and reduce the assets (and therefore the NAV) of the Company.  And, in order to provide additional clarity with respect to this interaction, we further revised each discussion of the subordinated participation fee to include a specific reference that the fee is calculated from the Preliminary NAV amount.  For example, we revised the language on pages 6-7 of Amendment No. 8 as follows (emphasis added):

The subordinated participation fee is an annually measured performance fee subordinated to payment to stockholders of at least a 6.5% cumulative, non-compounded return on the highest previous offering price to the public for our shares, after adjustment to reflect all return of capital distributions (such highest previous offering price the “Highest Prior NAV per share”, and such return the “Preferred Return”). The subordinated participation fee is only due to the advisor if the Preferred Return is achieved and is equal to the sum of:

(i) 40% of the product of (a) the difference of (x) the Preliminary NAV per share (as defined in Calculation of Our NAV Per Share, below), minus (y) the Highest Prior NAV per share, multiplied by (b) the number of shares outstanding as of December 31 of the relevant annual period, but only if this results in a positive number, plus

(ii) 40% of the product of: (i) the amount by which aggregate cash distributions to stockholders during the annual period, excluding return of capital distributions,  divided by the weighted average number of shares outstanding for the annual period, calculated on a monthly basis, exceed the Preferred Return (the “Excess Return”), multiplied by (ii) the weighted average number of shares outstanding for the annual period, calculated on a monthly basis.

The Preferred Return is measured by all distributions to shareholders, except for the distribution of sale or financing proceeds which would act to reduce the shareholders’ investment basis, which are referred to herein as “return of capital” distributions.

Jennifer Gowetski

May 23, 2016

Page 3

We also revised the tabular template originally contained in our letter dated March 25, 2016. We resubmit the template below (marked to show changes against the prior response) with additions (i) demonstrating both the assets and liabilities discussed in response to comment 6, infra, and (ii) including a new interim line item, “Preliminary NAV”:

As of each December 31:

Gross value of real estate assets (as reported by valuation expert)

Less value of real estate liabilities (as reported by valuation expert) (1)

Plus value of all other non-cash assets as determined by board

Plus cash on hand

Minus all other non-real estate liabilities of the issuer:

Accrued unpaid advisory fees and expenses

Dividends and distributions payable

Any balance due on the acquisition line of credit

Other (2)

The interim result is Preliminary NAV

Minus subordinated participation fee

The result is the NAV as of December 31 (3)

(1)
Asset valuation provided by valuation expert will quantify mortgage lending and other liabilities associated with each property.

(2)
Includes items such as tenant security deposits, other accounts payable, interest payable and accrued expenses.

(3)
The resulting NAV divided by the number of shares of stock issued and outstanding as of December 31 will become the new offering price per share to the public.

Prospectus Cover Page

2.
Please confirm that your cover page will not exceed one page.  To that end, we note the second paragraph states that your total upfront expenses are significantly less than those of other non-exchange listed public REITs that do pay commissions and fees and the third paragraph states your goal is to generate a relatively predictable and stable current stream of income.  Please remove these statements, which may be more appropriate in the summary.  Refer to Item 501 of Regulation S-K.

Response:  We revised the cover page to Amendment No. 8 accordingly; a copy of which is attached to this letter.  We further represent that the final cover page will not exceed one page.

Jennifer Gowetski

May 23, 2016

Page 4

Prospectus Summary

Who is our sponsor, and what role will it play?

3.
We note your statement that your sponsor was founded to make direct real estate investment easier and less expensive for the small investor.  Please revise to clarify that your investors are not investing directly in real estate and will continue to pay significant fees or advise.  In this regard and without limitation, we note the organization and offering expenses to be reimbursed to your sponsor, asset management fee payable to your advisor and subordinated participation fee paid to your advisor.

Response:  We revised this Q&A as follows:

Who is our sponsor, and what role will it play?

Our sponsor is Rich Uncles, LLC, or Rich Uncles, which was founded by Ray Wirta and Harold Hofer for a single purpose – to make direct real estate investment easier and less expensive for the small investor. Typically, the sponsor of a non-exchange listed public REIT, such as our company, has an in-house dealer-manager that is responsible for marketing shares in its real estate investment trust, or REIT, to broker-dealers licensed with FINRA and investment advisers or financial planners who are licensed with the SEC or state securities administrators. These fees typically include:

·

5% to 7% sales commission paid to a broker dealer or financial planner for soliciting the REIT investment;

·

2% to 3% often paid to a dealer manager for managing the sales effort; and

·

1% to 2% paid to the dealer manager, broker-dealer or financial planner to reimburse costs associated with a due diligence review of the offering.

The broker-dealer or financial planner usually receives 5% to 7% of his or her clients’ investment in the REIT as a commission. Additionally, the dealer-manager may also receive a commission, in the 2% to 3% range. Finally, the broker-dealer or financial planner may be reimbursed for costs associated with due diligence in an amount equal to 1% to 2% of the investment amount.

Jennifer Gowetski

May 23, 2016

Page 5

When one adds up all of these commissions and reimbursements, approximately 10% of the cost of the REIT shares is spent on broker-dealer and dealer-manager costs. Rich Uncles has created an alternate distribution channel for the sale of non-exchange listed public REITs that excludes payment of commissions and expense reimbursements to advisory intermediaries. This alternate channel embraces the large scale reach of the internet, and the ease of access to and transparency of information contained over the internet. Thus, Rich Uncles believes that with this ease and transparency, Rich Uncles can deliver a real estate product to the market that has roughly 10% more of the investment amount actually being invested in real estate rather than being paid to others in the form of commissions and reimbursements.

Investment in our shares still involves substantial fees which may exceed fees paid by other REITs for the same services.  These fees include an organization and offering expense fee of 3% of gross proceeds to be reimbursed to our sponsor, a monthly asset management fee payable to our advisor equal to 0.1% of the total investment value of the assets and a subordinated participation fee payable to our advisor, as described below.

For example                       On the other hand, other non-exchange listed public REITs may charge lower performance fees than we will pay to our advisor. In many cases, non-exchange listed public REITs pay subordinated performance fees equal to 15% to 25% of the amounts by which asset sale proceeds exceed the amounts paid to purchase shares and a return of their invested capital plus a 6% cumulative, non-compounded annual return on invested capitalwhile our advisor’s subordinated performance fee equals (i) 40% of the annual increase in the Net Asset Value, or NAV, of our shares, subordinated to payment of a 6.5% cumulative, non-compounded return on invested capital, plus (ii) plus 40% of the amount by which annual distributions to stockholders exceed such 6.5% cumulative, non-compounded return on invested capital. In contrast, our advisor’s performance fee, or the subordinated participation fee, is a fee calculated as of December 31 of each year which is subordinated to payment to stockholders of at least a 6.5% cumulative, non-compounded return and equal to the sum of:

(i) 40% of the product of (a) the difference of (x) the Preliminary NAV per share (as defined in Calculation of Our NAV Per Share, below), minus (y) the Highest Prior NAV per share, multiplied by (b) the number of shares outstanding as of December 31 of the relevant annual period, but only if this results in a positive number, plus

(ii) 40% of the product of: (i) the amount by which aggregate cash distributions to stockholders during the annual period, excluding return of capital distributions, ,divided by the weighted average number of shares outstanding for the annual period, calculated on a monthly basis, exceed the Preferred Return (the “Excess Return”), multiplied by (ii) the weighted average number of shares outstanding for the annual period, calculated on a monthly basis.

Jennifer Gowetski

May 23, 2016

Page 6

How will your sponsor and advisor be compensated for their services?

Subordinated Participation Fee

4.
We note your response to comment 5 of our letter and your revised disclosure on page 50.  Please revise your disclosure in this section and in the fee table on page 49 to clarify that the advisor is entitled to payment of both (i) 40.0% of the amount by which the increase in NAV per share exceeds the highest previous NAV per share as determined by the board of directors (or $10.00 per share if no such determination has been made) less any prior return of capital, and (ii) 40.0% of the amount by which distributions to stockholders for the year exceed a 6.5% return on the purchase price of their shares for years in which distributions to shareholders meet or exceed a cumulative, non- compounded 6.5% return on the purchase price of their shares.

Response:  We have revised the Form S-11 to clarify that the advisor will be entitled to a subordinated participation fee equal to the sum of both individual components of the fee. For example, we revised the language on attached pages 49-51 of Amendment 8 to substantially the following:

The subordinated participation fee is an annually measured performance fee subordinated to payment to stockholders of the Preferred Return. The subordinated participation fee is only due to the advisor if the Preferred Return is achieved and is equal to the sum of:

(i) 40% of the product of (a) the difference of (x) the Preliminary NAV, minus (y) the Highest Prior NAV per share, multiplied by (b) the number of shares outstanding as of December 31 of the relevant annual period, plus

(ii) 40% of the product of: (i) the Excess Return, multiplied by (ii) the weighted average number of shares outstanding for the annual period, calculated on a monthly basis.

Risk Factors

Because we are selling our shares directly to the public, our stockholders will not have the benefit . . . .

5.
We note your statement that stockholders will not have the benefit of an independent review and investigation of this offering of the type normally performed by an unaffiliated, independent underwriter in a public securities deal.  Please revise to clarify whether an independent due diligence review is customarily performed in other non- listed REIT offerings or advise.  In addition, please more specifically describe how the absence of an independent due diligence review increases the risks and uncertainties faced by stockholders.

Jennifer Gowetski

May 23, 2016

Page 7

Response:  We revised the risk factor as follows:

Because we are selling our shares directly to the public, our stockholders will not have the benefit of an independent due diligence review of us, which is customarily performed in underwritten offerings; the absence of an independent due diligence review increases the risks and uncertainty our stockholders face.

Because there is no independent third party underwriter selling our shares or managing the sales effort, there will be no outside independent review of our finances and operations in connection with the preparation of this offering, other than the attached independent audit of our financial statements. Other REITs who use a licensed broker-dealer to sell shares are subjected to a due diligence review by the underwriter or dealer manager to satisfy statutory duties under the Securities Act of 1933 and the rules of FINRA or the national securities exchange where the REIT securities are listed.  Therefore, our stockholders must rely on the information in this prospectus and will not have the benefit of an independent review and investigation of this offering of the