SecProbe.io

VIA EDGAR AND EMAIL United States Securities and Exchange Commission Attention: Ms. Jennifer Gowetski Division of Corporation Finance Washington, D.C. 20549 Re: Rich Uncles NNN REIT, Inc. File No. 333-205684

Dear Ms. Gowetski:

Rich Uncles NNN REIT, Inc. (the “Company”) provides the following information in response to the oral comment of the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “Staff”), relating to the above-referenced filing. In response to the Staff’s comment, the Company undertakes to revise Table III for Nexregen Firewheel Real Estate Investment Trust of Pre-Effective Amendment No. 9 to Registration Statement on Form S-11 in a prospectus filed pursuant to Rule 424 under the Securities Act of 1933, as follows: (i) footnote 3 to Table III will be deleted; (ii) the line item “Less: Cash distributions to investors - from return of capital (capital reserves) (3)” will be revised to “Less: Cash distributions to investors - from offering proceeds”; and (iii) the line item “Cash distributions to investors- Source - Return of capital (capital reserves)” will be revised to “Cash distributions to investors - Source - Offering Proceeds”. The complete revised table is copied below:

TABLE III

OPERATING RESULTS OF PRIOR PROGRAMS

(Unaudited)

Nexregen Firewheel Real Estate Investment Trust (1)

Gross Revenues

$

1,388,832

$

1,216,996

$

1,334,711

$

1,344,148

$

1,380,082

$

1,378,385

$

1,376,769

Profit on sale of properties (2)

—

—

—

—

—

—

—

Net Income – GAAP Basis

(46,079

)

(135,816

)

(66,006

)

(44,404

)

(35,183

)

(18,561

)

(77,081

)

Taxable Income

– from operations

(79,590

)

(230,590

)

(64,194

)

(49,930

)

(34,942

)

(18,500

)

(61,780

)

– from gain on sale

—

—

—

—

—

—

Cash generated from operations

202,114

188,965

200,139

302,343

282,238

270,797

283,838

Cash generated from sales (2)

—

—

—

—

—

—

—

Cash generated from refinancing (2)

—

—

—

—

—

—

—

Cash generated from operations, sales and refinancing

202,114

188,965

200,139

302,343

282,238

270,797

283,838

Less: Cash distributions to investors

– from operating cash flow – current year

202,114

183,571

200,139

302,343

258,019

270,797

262,165

– from sales and refinancing (2)

—

—

—

—

—

—

—

– from offering proceeds

68,767

—

21,450

11,569

—

—

—

– from operating cash flow – prior year

—

—

5,394

—

—

8,465

—

Cash generated (deficiency) after cash distributions

(68,767

)

5,394

(26,844

)

(11,569

)

24,219

(8,465

)

21,673

Less: Special items (not including sales and refinancing)

—

—

—

—

(14,005

)

—

—

Cash generated (deficiency) after cash distributions and special items

(68,767

)

5,394

(26,844

)

(11,569

)

10,214

(8,465

)

21,673

Tax and Distribution Data Per $1000 Invested

Federal Income Tax Results:

Ordinary Income (Loss)

– From operations

—

—

—

—

—

—

—

– from recapture

—

—

—

—

—

—

—

Capital gain (loss)

—

—

—

—

—

—

—

Cash Distributions to Investors – Source

– Investment income (3)

202.114

183.571

205.533

302.343

258.019

279.262

262.165

– Offering Proceeds

68.767

—

21.450

11.569

—

—

—

Amount (in percentage terms) remaining invested in properties at the end of 2015

%

(1)

The program’s investment objective is to own and operate a single shopping center in Garland, Texas.

(2)

The program has never sold or refinanced its only property, which it still owns and operates.

(3)

Cash distributions from prior year and current year operating cash flow.

May 27, 2016

Page 2

Please contact Lee Polson of Strasburger & Price, LLP (counsel to the Company) at 512-499-3626 with any questions about this undertaking.

Very truly yours,
Rich Uncles NNN REIT, Inc.