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DRAFT April 28, 2016

Jennifer Gowetski

Special Counsel

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 Re: Rich Uncles REIT, Inc.

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

Filed April [●], 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 April [●], 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

DRAFT April 28, 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, 3-5, and 44-46 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 page 101 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 3-4 of Amendment 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.

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 upward adjustments to individual real estate asset  values made by board
    ______________

    Minus downward adjustments to individual real estate asset values made by board
    ______________

    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, including any accrued unpaid advisory fees and expenses for services through year end
    ______________

    The interim result is Preliminary NAV
    ______________

    Minus subordinated participation fee
    ______________

    The result is the NAV as of December 31 (2)
    ______________

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

 (2) 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.

Jennifer Gowetski

DRAFT April 28, 2016

Page 3

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.

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

DRAFT April 28, 2016

Page 4

  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 if 3% of gross proceeds to be reimbursed to our sponsor, asset management fee payable to our advisor and
subordinated participation fee payable to our advisor.

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 amount by which the Net Asset Value, or NAV, per share, as of December
31 exceeds the highest previous public offering price of our shares to the public, adjusted to reflect any returns of capital,
plus (ii) 40% of the amount by which non-return of capital distributions to stockholders for that year exceeds a 6.5% cumulative,
non-compounded return on the highest previous public offering price of our shares to the public, adjusted to reflect any returns
of capital.

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 45 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.

Jennifer Gowetski

DRAFT April 28, 2016

Page 5

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 44-46 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.

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 type normally performed by an
unaffiliated, independent underwriter in a public securities offering.

Due diligence reviews typically
include an independent investigation of the background of the sponsor, advisor and their affiliates, review of the o