Table of Contents. Filed Pursuant to Rule 424(b)(3) Registration No PROSPECTUS

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1 Filed Pursuant to Rule 424(b)(3) Registration No PROSPECTUS Cole Credit Property Trust V, Inc. Maximum Offering of $1,500,000,000 in Shares of Common Stock Cole Credit Property Trust V, Inc. is a Maryland corporation that invests primarily in income-producing necessity retail properties that are single-tenant properties or anchored shopping centers subject to long-term triple-net or double-net leases with national or regional creditworthy tenants. We elected to be taxed, and currently qualify, as a real estate investment trust (REIT) for federal income tax purposes commencing with our taxable year ended December 31, We are externally managed by our advisor, Cole REIT Advisors V, LLC (CR V Advisors), an affiliate of our sponsor, Cole Capital, which is a trade name used to refer to a group of affiliated entities directly or indirectly controlled by VEREIT, Inc. (VEREIT), a publicly-traded company (NYSE: VER). This follow-on offering follows the termination of our initial public offering, in which we offered an aggregate of $2,500,000,000 in shares of our Class A common stock and Class T common stock to the public on a best efforts basis and an additional $475,000,000 in shares of common stock pursuant to our distribution reinvestment plan. We commenced our initial public offering on March 18, 2014 and terminated our initial public offering on August 1, We are offering in this follow-on offering up to an aggregate of $1,200,000,000 in shares of our common stock pursuant to our primary offering, consisting of Class A shares of common stock at a price of up to $26.37 per share (up to $660,000,000 in shares) and Class T shares of common stock at a price of up to $25.26 per share (up to $540,000,000 in shares). The offering price is based on the most recent per share estimated net asset value (NAV) for each share class as determined by our board of directors as of December 31, 2016, plus any applicable per share up-front selling commissions and dealer manager fees. We are also offering up to $300,000,000 in shares of our common stock pursuant to our distribution reinvestment plan at a purchase price of $24.00 per share for Class A shares and $24.00 per share for Class T shares, which is equal to the most recent estimated per share NAV for each share class as determined by our board of directors. We reserve the right to reallocate the shares offered among the classes of shares and between the primary offering and our distribution reinvestment plan. We will offer these shares until August 1, 2019, which is two years after the effective date of this offering, unless the offering is extended as permitted by applicable law. In no event will we extend this offering beyond 180 days after the third anniversary of the effective date of this offering. This offering must be registered, or exempt from registration, in every state in which we offer or sell shares. Generally, such registrations are for one year. Therefore, we may have to stop selling shares in any state in which our registration is not renewed or otherwise extended annually. We reserve the right to terminate this offering at any time prior to the stated termination date or if all shares being offered have been sold. See Risk Factors beginning on page 27 for a description of the principal risks you should consider before buying shares of our common stock. These risks include the following: The amount of distributions we may pay in the future, if any, is uncertain. Due to the risks involved in the ownership of real estate, there is no guarantee of any return on your investment in our common stock, and you may lose your investment. We have a limited operating history, and an investment in our shares is speculative. You should consider our prospects in light of the risks, uncertainties and difficulties frequently encountered by companies that are, like us, in their early stages of development. We are considered a blind pool, as we have not identified all of the properties we intend to purchase. Your investment will have limited liquidity and we are not required, through our charter or otherwise, to provide for a liquidity event. No public market currently exists, and one may never exist, for shares of our common stock. If you are able to sell your shares, you would likely have to sell them at a substantial discount to your purchase price. Market conditions and other factors could cause us to delay a liquidity event, and we cannot assure you that we will be able to achieve a liquidity event. You should consider an investment in our common stock a long-term investment. If we do not successfully implement a liquidity event, you may suffer losses on your investment, or your shares may continue to have limited liquidity. During certain periods, we have paid, and may pay certain distributions in the future, from sources other than cash flow from operations, including borrowings and proceeds from the sale of our securities in this and future offerings or asset sales, and we have no limits on the amounts we may pay from such other sources. Payments of distributions from sources other than cash flow from operations may reduce the amount of capital we ultimately invest in real estate and may negatively impact the value of your investment. As a result of our ability to pay distributions from sources other than cash flow from operations, the amount of distributions paid at any time may not reflect the current performance of our properties or our current operating cash flows. This is a best efforts offering. If we are not able to raise a substantial amount of capital in the near term, we may have difficulties investing in additional properties and our ability to achieve our investment objectives could be adversely affected.

2 There are conflicts of interest between us and our advisor and its affiliates, including our payment of substantial fees to our advisor and its affiliates. Because we are externally managed by our advisor and have no employees, we will pay our advisor and its affiliates substantial fees for the services they provide to us, including significant compensation that may be required to be paid to our advisor if our advisor is terminated. If our board of directors elects to internalize our management functions, your interest in us could be diluted. Our board of directors may change our investment objectives and certain investment policies without stockholder approval, which could alter the nature of your investment. We have incurred debt, and expect to incur additional debt, which could adversely impact your investment if the value of the property securing the debt falls or if we are forced to refinance the debt during adverse economic conditions. If we do not remain qualified as a REIT, cash available for distributions to be paid to you could decrease materially. The offering price for shares in our primary offering and pursuant to our distribution reinvestment plan, as well as the repurchase price for our shares, is based on the most recent estimated per share NAV, which may not accurately reflect the current or future value of our assets. For qualified accounts, if an investment in our common stock constitutes a prohibited transaction under the Employee Retirement Income Security Act of 1974, as amended (ERISA), you may be subject to the imposition of significant excise taxes and penalties with respect to the amount invested. This investment involves a high degree of risk. You should purchase these securities only if you can afford a complete loss of your investment. Neither the Securities and Exchange Commission (SEC), the Attorney General of the State of New York, nor any other state securities regulator has approved or disapproved of our common stock, nor determined if this prospectus is truthful or complete or passed on or endorsed the merits or demerits of this offering. Any representation to the contrary is a criminal offense. The use of forecasts in this offering is prohibited. Any representation to the contrary, and any predictions, written or oral, as to the amount or certainty of any future benefit or tax consequence that may flow from an investment in this program is not permitted. All subscription proceeds are held in trust until subscriptions are accepted and funds are released. Primary Offering Price to Public(1) Selling Commissions* Dealer Manager Fee* Net Proceeds (Before Expenses) Per Class A Share $ $ 1.85 (2) $ 0.52 (2) $ (2) Per Class T Share $ $ 0.76 (2) $ 0.50 (2) $ (2) Total Maximum $ 1,200,000,000 $ 62,400,000 (3) $ 24,000,000 (3) $ 1,113,600,000 (3) Distribution Reinvestment Plan Per Class A Share $ $ $ $ Per Class T Share $ $ $ $ Total Maximum $ 300,000,000 $ $ $ 300,000,000 (1) The price to public assumes no purchase price discounts. The offering price is based on our estimated per share NAV as of December 31, 2016, as determined by our board of directors on March 24, 2017, plus any applicable per share up-front selling commissions and dealer manager fees. (2) Figures are approximate and rounding differences may be reflected on stockholder account statements. (3) This table assumes an allocation of 55% Class A shares and 45% Class T shares will be sold in the maximum offering. In the event that we sell a greater percentage allocation of Class A shares (which are subject to 7.0% selling commissions and a 2.0% dealer manager fee), the aggregate amounts will be higher and the aggregate net proceeds (before expenses) will be lower than the amounts shown in the table. * The maximum amount of selling commissions we will pay is 7.0% of the gross offering proceeds in our primary offering for Class A shares and 3.0% of the gross offering proceeds in our primary offering for Class T shares. The maximum amount of dealer manager fees we will pay is 2.0% of the gross offering proceeds in our primary offering for both Class A shares and Class T shares. The selling commissions and, in some cases, the dealer manager fee, will not be charged or may be reduced with regard to shares sold to or for the account of certain categories of purchasers. The reduction in these fees will be accompanied by a reduction in the per share purchase price, except that shares sold under our distribution reinvestment plan will be sold at a price equal to the most recent estimated per share NAV for each share class as determined by our board of directors, or $24.00 per share for both Class A shares and Class T shares. See Plan of Distribution. We will also pay our dealer manager selling commissions over time as an ongoing distribution and stockholder servicing fee for Class T shares, which is not shown in the table above, that will be calculated on a daily basis in the amount of 1/365th of 1.0% of the estimated per share NAV of Class T shares in our primary offering and will be paid monthly in arrears. The aggregate distribution and stockholder servicing fee for Class T shares will not exceed an amount equal to 4.0% of the total gross offering proceeds of Class T shares sold in the primary offering. The total amount of underwriting compensation, including selling commissions, dealer manager fees, distribution and stockholder servicing fees and other expenses paid or reimbursed by us, our sponsor or any other source

3 in connection with the offering, will not exceed the 10.0% limitation on underwriting compensation imposed by the Financial Industry Regulatory Authority (FINRA). The dealer manager of this offering, Cole Capital Corporation, a member firm of FINRA, is an affiliate of our advisor and will offer the shares on a best efforts basis. The minimum investment generally is $2,500. See the Plan of Distribution section of this prospectus for a description of compensation that may be received by our dealer manager and other broker-dealers in this offering. We expect that up to 10% of our gross offering proceeds, excluding proceeds from our distribution reinvestment plan, will be used to pay selling commissions, dealer manager fees, distribution and stockholder servicing fees and other expenses considered to be underwriting compensation. The date of this prospectus is August 1, 2017

4 SUITABILITY STANDARDS An investment in our common stock is only suitable for persons who have adequate financial means and desire a longterm investment (generally, an investment horizon in excess of seven years). The value of your investment may decline significantly. In addition, the investment will have limited liquidity, which means that it may be difficult for you to sell your shares. Persons who may require liquidity within several years from the date of their investment or seek a guaranteed stream of income should not invest in our common stock. In consideration of these factors, we have established minimum suitability standards for initial stockholders and subsequent purchasers of shares from our stockholders. These minimum suitability standards require that a purchaser of shares have, excluding the value of a purchaser s home, furnishings and automobiles, either: a net worth of at least $250,000; or a gross annual income of at least $70,000 and a net worth of at least $70,000. Certain states have established suitability requirements in addition to the minimum standards described above. Shares will be sold to investors in these states only if they meet the additional suitability standards set forth below: Alabama Investors must have a liquid net worth of at least 10 times their investment in us and our affiliates. California Investors must have either (1) a net worth of at least $250,000, or (2) a gross annual income of at least $75,000 and a net worth of at least $75,000. In addition, the investment must not exceed 10% of the net worth of the investor. Idaho Investors must have either (1) a minimum annual income of $85,000 and a net worth of at least $85,000, or (2) a liquid net worth of at least $300,000. In addition, each investor s total investment in us must not exceed 10% of the investor s liquid net worth. For purposes of this limitation, liquid net worth is defined as the portion of an investor s net worth that consists of cash, cash equivalents and readily marketable securities. Iowa Investors must have (excluding the value of their homes, furnishings and automobiles) either (1) a minimum net worth of $100,000 and an annual income of $70,000, or (2) a minimum net worth of $350,000. In addition, investors may not invest, in the aggregate, more than 10% of their liquid net worth in us and all of our affiliates. Liquid net worth is defined as that portion of net worth that consists of cash, cash equivalents and readily marketable securities. Kansas It is recommended by the office of the Kansas Securities Commissioner that investors in Kansas not invest, in the aggregate, more than 10% of their liquid net worth in this and other non-traded real estate investment trusts. For purposes of this recommendation, liquid net worth is defined as that portion of net worth that consists of cash, cash equivalents and readily marketable securities. Kentucky No Kentucky investor shall invest, in aggregate, more than 10% of his or her liquid net worth (cash, cash equivalents and readily marketable securities) in us and our affiliates non-publicly traded real estate investment trusts. Massachusetts Investors may not invest, in the aggregate, more than 10% of their liquid net worth in us and other direct participation programs. For purposes of this standard, liquid net worth is defined as that portion of net worth that consists of cash, cash equivalents and readily marketable securities. Maine It is recommended by the Maine Office of Securities that investors in Maine not invest, in the aggregate, more than 10% of their liquid net worth in this and similar direct participation investments. For purposes of this recommendation, liquid net worth is defined as that portion of net worth that consists of cash, cash equivalents and readily marketable securities. Missouri and Tennessee Investors may not invest more than 10% of their liquid net worth (exclusive of home, home furnishings and automobiles) in us. Nebraska Investors must have (excluding the value of their home, furnishings and automobiles) either (1) a minimum net worth of $70,000 and an annual gross income of $100,000, or (2) a minimum net worth of $350,000. In addition, the aggregate investment in us and other non-publicly traded real estate investment trusts must not exceed 10% of the investor s net worth (excluding the value of their home, furnishings and automobiles). Accredited investors in Nebraska, as defined in 17 C.F.R , are not subject to this limitation. i

5 New Jersey Investors must have either (1) a minimum liquid net worth of at least $100,000 and a minimum annual gross income of not less than $85,000, or (2) a minimum liquid net worth of at least $350,000. For these purposes, liquid net worth is defined as that portion of net worth (total assets exclusive of home, home furnishings, and automobiles, minus total liabilities) that consists of cash, cash equivalents and readily marketable securities. In addition, investors may not invest more than 10% of their liquid net worth in us, shares of our affiliates, and other non-publicly traded direct investment programs (including real estate investment trusts, business development companies, oil and gas programs, equipment leasing programs and commodity pools, but excluding unregistered, federally and state exempt private offerings). New Mexico and Ohio Investors may not invest, in the aggregate, more than 10% of their liquid net worth in us, our affiliates and other non-traded real estate investment programs. For purposes of this limitation, liquid net worth is defined as that portion of net worth (total assets exclusive of home, home furnishings and automobiles minus total liabilities) that is comprised of cash, cash equivalents and readily marketable securities. North Dakota, Oregon and Pennsylvania Investors must have a net worth of at least 10 times their investment in us. Vermont Accredited investors, as defined in 17 C.F.R , may invest freely in this offering. Nonaccredited investors may not purchase an amount in this offering that exceeds 10% of the investor s liquid net worth. For these purposes, liquid net worth is defined as an investor s total assets (not including home, home furnishings and automobiles) minus total liabilities. In the case of sales to fiduciary accounts, the minimum suitability standards must be met by the fiduciary account, by the person who directly or indirectly supplied the funds for the purchase of the shares, or by the beneficiary of the account. Our sponsor and our dealer manager, which is an affiliate of our sponsor, are responsible for determining if investors meet our minimum suitability standards and state specific suitability standards for investing in our common stock. In making this determination, our sponsor and our dealer manager will rely on the participating broker-dealers and/or information provided by investors. In addition to the minimum suitability standards described above, each participating broker-dealer, authorized representative or any other person selling shares on our behalf, and our sponsor, is required to make every reasonable effort to determine that the purchase of shares is a suitable and appropriate investment for each investor. It shall be the responsibility of your participating broker-dealer, authorized representative or other person selling shares on our behalf to make this determination, based on a review of the information provided by you, including your age, investment objectives, income, net worth, financial situation and other investments held by you, and consider whether you: meet the minimum income and net worth standards established in your state; can reasonably benefit from an investment in our common stock based on your overall investment objectives and portfolio structure; are able to bear the economic risk of the investment based on your overall financial situation; and have an apparent understanding of: the fundamental risks of an investment in our common stock; the risk that you may lose your entire investment; the lack of liquidity of our common stock; the restrictions on transfer and ownership of our common stock; the background and qualifications of our advisor; and the tax, including ERISA, consequences of an investment in our common stock. Such persons must maintain records for at least six years of the information used to determine that an investment in the shares is suitable and appropriate for each investor. Restrictions Imposed by the USA PATRIOT Act and Related Acts In accordance with the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the USA PATRIOT Act) and related acts, the shares offered hereby may not be offered, sold, ii

6 transferred or delivered, directly or indirectly, to any unacceptable investor, which means anyone who is acting, directly or indirectly: in contravention of any U.S. or international laws and regulations, including without limitation any anti-money laundering or anti-terrorist financing sanction, regulation, or law promulgated by the Office of Foreign Assets Control of the United States Department of the Treasury (OFAC) or any other U.S. governmental entity (such sanctions, regulations and laws, together with any supplement or amendment thereto, are referred to herein as the U.S. Sanctions Laws), such that the offer, sale or delivery, directly or indirectly, would contravene such U.S. Sanctions Laws; or on behalf of terrorists or terrorist organizations, including those persons or entities that are included on the List of Specially Designated Nationals and Blocked Persons maintained by OFAC, as such list may be amended from time to time, or any other lists of similar import as to any non-u.s. country, individual, or entity. iii

7 TABLE OF CONTENTS SUITABILITY STANDARDS QUESTIONS AND ANSWERS ABOUT THIS OFFERING PROSPECTUS SUMMARY RISK FACTORS CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS ESTIMATED USE OF PROCEEDS MANAGEMENT MANAGEMENT COMPENSATION CONFLICTS OF INTEREST INVESTMENT OBJECTIVES AND POLICIES SELECTED FINANCIAL DATA PRIOR PERFORMANCE SUMMARY DESCRIPTION OF SHARES SUMMARY OF DISTRIBUTION REINVESTMENT PLAN OUR OPERATING PARTNERSHIP AGREEMENT FEDERAL INCOME TAX CONSIDERATIONS INVESTMENT BY TAX-EXEMPT ENTITIES AND ERISA CONSIDERATIONS PLAN OF DISTRIBUTION HOW TO SUBSCRIBE SUPPLEMENTAL SALES MATERIAL LEGAL MATTERS EXPERTS INCORPORATION BY REFERENCE WHERE YOU CAN FIND MORE INFORMATION Appendix A: Prior Performance Tables Appendix B: Initial Subscription Agreement Appendix C: Additional Subscription Agreement Appendix D: Second Amended and Restated Distribution Reinvestment Plan i A-1 B-1 C-1 D-1 iv

8 QUESTIONS AND ANSWERS ABOUT THIS OFFERING Below we have provided some of the more frequently asked questions and answers relating to an offering of this type. Please see Prospectus Summary and the remainder of this prospectus for more detailed information about this offering. Q: What is a REIT? A: In general, a REIT is a company that: pays distributions to investors of at least 90% of its taxable income; avoids the double taxation treatment of income that generally results from investments in a corporation because a REIT generally is not subject to federal corporate income taxes on its net income, provided certain income tax requirements are satisfied; and combines the capital of many investors to acquire a large-scale diversified real estate portfolio under professional management. We elected to be taxed, and currently qualify, as a REIT for federal income tax purposes commencing with our taxable year ended December 31, Q: How are you different from your competitors who offer non-listed finite-life public REIT shares or real estate limited partnership units? A: We believe that our sponsor s disciplined investment focus on core commercial real estate and experience in managing such properties distinguishes us from other non-listed REITs. We use the term core to describe existing properties currently operating and generating income that are leased to national and regional creditworthy (as such term is further discussed on page 4) tenants under long-term net leases and are strategically located. In addition, core properties typically have high occupancy rates (greater than 90%) and low to moderate leverage (0% to 50% loan to value). We invest primarily in income-producing necessity retail properties that are single-tenant properties or anchored shopping centers which are leased to national and regional creditworthy tenants under long-term leases, and are strategically located throughout the United States and U.S. protectorates. Necessity retail properties are properties leased to retail tenants that attract consumers for everyday needs, such as pharmacies, home improvement stores, national superstores, restaurants and regional retailers. Anchored shopping centers are multi-tenant properties that are anchored by one or more large national, regional or local retailers. We expect that most of our properties will be subject to triple-net and double-net leases, whereby the tenant is obligated to pay for most of the expenses of maintaining the property. Through our investments in core commercial real estate, we expect to achieve a relatively predictable and stable stream of income, which will provide a principal source of return for investors in our common stock, and the potential for capital appreciation in the value of our real estate assets. For over three decades, our sponsor has developed and utilized this investment approach in acquiring and managing core commercial real estate assets in the retail sector. We believe that our sponsor s experience in assembling real estate portfolios, which principally focus on national and regional creditworthy tenants subject to long-term net leases, is a competitive strength of ours. In addition, our sponsor has built an organization of approximately 350 employees, who are experienced in the various aspects of acquiring, financing and managing commercial real estate, and we believe that our access to these resources is also a competitive strength of ours. Q: Are there risks associated with an investment in your common stock? A: This investment involves a high degree of risk. You should purchase these securities only if you can afford a complete loss of your investment. See Risk Factors beginning on page 27 for a description of the principal risks you should consider before buying shares of our common stock. Q: Why are you offering two classes of your common stock, and what are the similarities and differences between the classes? A: We are offering two classes of our common stock in order to provide investors with more flexibility in making their investment in us and to provide participating broker-dealers with more flexibility to facilitate investment in us. Investors can choose to purchase shares of either class of common stock in the offering. Each share of our common stock, regardless of class, is entitled to one vote per share on matters presented to common stockholders for approval. 1

9 The differences between each class relate to the fees and selling commissions payable in respect of each class. The following summarizes the differences in fees and selling commissions between the classes of our common stock. Class A Shares Class T Shares Offering price per share $ $ Selling commissions 7% 3% Dealer manager fee 2% 2% Annual distribution and stockholder servicing fee None 1.0% (1) (1) The distribution and stockholder servicing fee will be paid monthly in arrears. We will cease paying the distribution and stockholder servicing fee with respect to a Class T share sold in this offering at the earliest of: (i) the end of the month in which the transfer agent, on our behalf, determines that total distribution and stockholder servicing fees paid by a stockholder within his or her individual account would be equal to 4.0% of the stockholder s total gross investment amount at the time of the purchase of the primary Class T shares held in such account, or a lower limit agreed upon between our dealer manager and the participating broker-dealer at the time such Class T shares were sold; (ii) the date on which the aggregate underwriting compensation from all sources equals 10.0% of the gross proceeds from the aggregate sale of Class A shares and Class T shares in our primary offering (i.e., excluding proceeds from sales pursuant to our distribution reinvestment plan); (iii) the fourth anniversary of the last day of the month in which our public offering (excluding the distribution reinvestment plan offering) terminates; (iv) the date such Class T share is no longer outstanding; and (v) the date we effect a liquidity event (such as the sale of our company, the sale of all or substantially all of our assets, a merger or similar transaction, the listing of our shares of common stock for trading on a national securities exchange or an alternative strategy that would result in a significant increase in the opportunities for stockholders to dispose of their shares). If the maximum selling commissions, dealer manager fees and distribution and stockholder servicing fees are paid, the total of such underwriting compensation, including other expenses paid or reimbursed by us, our sponsor or any other source in connection with the offering, would be 10.0% of the gross offering proceeds in the primary offering. Class A Shares An up-front selling commission, which is a one-time fee charged at the time of purchase of the shares, is paid. No distribution and stockholder servicing fee. Assuming (i) a constant primary offering price of $26.37 per Class A share, (ii) that shares are sold through distribution channels associated with the highest possible selling commissions and dealer manager fees and (iii) that none of such shares purchased are redeemed or otherwise disposed of, we expect that with respect to a onetime $10,000 investment in Class A shares, $700 in selling commissions will be paid at the time of the investment and $200 in dealer manager fees will be paid at the time of the investment, for a total of $900 in selling commissions and dealer manager fees. Class T Shares Lower up-front selling commission than Class A shares. For a period of time, which may be approximately four years, as described above, Class T shares purchased in the primary offering will pay selling commissions over time as a distribution and stockholder servicing fee, which will be calculated on a daily basis in the amount of 1/365th of 1.0% of the estimated per share NAV of Class T shares sold in our primary offering and will be paid monthly in arrears. For further clarity, with respect to any Class T share purchased in the primary offering at $25.26, and assuming such share is not redeemed or otherwise disposed of and none of the other events that would cause the payment of the distribution and stockholder servicing fee to cease to have occurred, approximately $0.96 would be paid in distribution and stockholder servicing fees over four years, with the maximum aggregate distribution and stockholder servicing fees payable with respect to a Class T share equal to $1.01. The distribution and stockholder servicing fee paid in respect of Class T shares will be allocated to the Class T shares as a class expense and these fees will impact the amount of distributions payable on all Class T shares. Accordingly, the aggregate amount of distributions received by a purchaser of Class T shares may be less than the aggregate amount of distributions received by a purchaser of Class A shares. The distribution and stockholder servicing fee will be paid with respect to ongoing services 2

10 provided to all of our Class T stockholders by the participating broker-dealer of record, which ongoing services may include (i) offering to meet with the holder of the Class T share no less than annually to provide overall guidance on the stockholder s investment in us, including discussing the mechanics of the distribution reinvestment plan, share redemption program or a tender offer, or to answer questions about their customer account statement or valuations, and (ii) discussing with the holder of the Class T share, upon such stockholder s request, any questions related to the stockholder s investment in us. While we expect that the participating brokerdealer of record for a Class A stockholder may provide some similar services to a Class A stockholder, they are under no obligation to do so and we will not pay a stockholder servicing fee for such services. Assuming (i) a constant primary offering price of $25.26 per Class T share, (ii) that shares are sold through distribution channels associated with the highest possible selling commissions and dealer manager fees and (iii) that none of such shares purchased are redeemed or otherwise disposed of and that the maximum amount of distribution and stockholder servicing fees are paid, we expect that with respect to a one-time $10,000 investment in Class T shares, $300 in selling commissions will be paid at the time of the investment, $200 in dealer manager fees will be paid at the time of the investment and $400 in distribution and stockholder servicing fees will be paid, for a total of $900 in selling commissions, dealer manager fees and distribution and stockholder servicing fees. We will not pay selling commissions, the dealer manager fee or distribution and stockholder servicing fees with respect to shares sold pursuant to our distribution reinvestment plan. The fees and expenses listed above will be allocated on a class-specific basis. The payment of class-specific expenses will result in different amounts of distributions being paid with respect to each class of shares. Specifically, we expect to reduce the amount of distributions that would otherwise be paid on Class T shares to account for the ongoing distribution and stockholder servicing fees payable on Class T shares. Therefore, distributions on Class T shares are expected to be lower than on the Class A shares while the distribution and stockholder servicing fee is payable. See the Description of Shares and Plan of Distribution sections of this prospectus for further discussion on the differences between our classes of shares. In the event of any voluntary or involuntary liquidation, dissolution or winding up of us, or any liquidating distribution of our assets, then such assets, or the proceeds therefrom, will be distributed between the holders of Class A shares and Class T shares ratably in proportion to the respective NAV for each class until the NAV for each class has been paid. For such purposes, NAV will be determined on an aggregate basis for the company, from which any differences attributable between the Class A shares and the Class T shares will then be determined. The estimated liability for the future distribution and stockholder servicing fees, which will be accrued at the time each Class T share is sold, will have no effect on the NAV. Each holder of shares of a particular class of common stock will be entitled to receive, ratably with each other holder of shares of such class, that portion of such aggregate assets available for distribution as the number of outstanding shares of such class held by such holder bears to the total number of outstanding shares of such class then outstanding. Factors you should consider when choosing a class of shares include: how long you expect to own the shares; how much you intend to invest; and total expenses associated with owning each class. Only Class A shares are available for purchase in this offering by our executive officers and directors, as well as officers and employees of our advisor and their family members or other affiliates and officers and directors of other programs sponsored by Cole Capital. Additionally, in the event that an investor has engaged the services of a registered investment advisor or other financial advisor paid on a fee for service or assets under management basis by the investor, only Class A shares are eligible for discounts on selling commissions with respect to purchases through such registered investment advisor. Investors should consult with their financial advisor when determining which class of shares to purchase. Q: Will you invest in anything other than retail commercial properties? A: Yes. We also may invest in other income-producing properties, such as office and industrial properties, which may share certain core characteristics with our retail investments, such as a principal creditworthy tenant, a long-term net lease and a strategic location. Our sponsor s disciplined investment focus on core commercial real estate historically has included office and industrial properties. To the extent that we invest in office and industrial properties, we will focus on core properties that are essential to the business operations of the tenant. We believe investments in these properties are consistent with our goal of providing investors with a relatively stable stream of current income and an opportunity for capital appreciation. Our portfolio also may include other income-producing real estate, including properties under development or that require substantial refurbishment or renovation. In addition, our portfolio may include real estate-related investments such as mortgage, mezzanine, bridge and other loans and securities related to real estate assets, provided that we do not intend for such investments to constitute a significant portion of our assets, and we will evaluate our assets to ensure that any such investments do not cause us to lose our REIT status, cause us 3

11 or any of our subsidiaries to be an investment company under the Investment Company Act of 1940, as amended (the Investment Company Act), or cause our advisor to have assets under management that would require our advisor to register as an investment adviser under the Investment Advisers Act of 1940, as amended (the Investment Advisers Act). Although this is our current target portfolio, we may make adjustments to our target portfolio based on real estate market conditions and investment opportunities. We will not forgo a high quality investment because it does not precisely fit our expected portfolio composition. Our goal is to assemble a portfolio that is diversified by investment type, investment size and investment risk, which will provide attractive and reasonably stable returns to our investors and the potential for capital appreciation in the value of our real estate assets. See the section of this prospectus captioned Investment Objectives and Policies Acquisition and Investment Policies for a more detailed discussion of all of the types of investments we may make. Q: Generally, what are the terms of your leases? A: We have secured, and will continue to seek to secure, leases from creditworthy tenants before or at the time we acquire a property. Many of our leases are what is known as triple-net or double-net leases. Triple-net leases typically require the tenant to pay all costs associated with a property in addition to the base rent and percentage rent, if any, including capital expenditures for the roof and the building structure. Double-net leases typically hold the landlord responsible for the capital expenditures for the roof and structure, while the tenant is responsible for all lease payments and remaining operating expenses associated with the property. This helps ensure the predictability and stability of our expenses, which we believe will result in greater predictability and stability of our cash distributions to stockholders. We generally intend to enter into long-term leases that may have terms of ten or more years, may include renewal options and may also include rental increases over the term of the lease; however, certain leases may have a shorter term. Q: How will you determine whether tenants are creditworthy? A: Our advisor and its affiliates have a well-established underwriting process to determine the creditworthiness of our potential tenants. We consider a tenant to be creditworthy if we believe that the tenant has sufficient assets, cash flow generation and stability of operations to meet its obligations under the lease. The underwriting process includes analyzing the financial data and other information about the tenant, such as income statements, balance sheets, net worth, cash flow, business plans, data provided by industry credit rating services, and/or other information our advisor may deem relevant. In addition, we may obtain guarantees of leases by the corporate parent of the tenant, in which case our advisor will analyze the creditworthiness of the guarantor. In many instances, especially in sale-leaseback situations, where we are acquiring a property from a company and simultaneously leasing it back to such company under a long-term lease, we will meet with the senior management to discuss the company s business plan and strategy. We may use an industry credit rating service to determine the creditworthiness of potential tenants and any personal guarantor or corporate guarantor of the tenant. We consider the reports produced by these services along with the relevant financial and other data relating to the proposed tenant before acquiring a property subject to an existing lease or entering into a new lease. Q: What is the experience of your sponsor and your advisor? A: References to Cole Capital, our sponsor, throughout this prospectus refer to a group of affiliated entities directly or indirectly controlled by VEREIT. VEREIT is a widely-held public company whose shares of common stock are listed on the New York Stock Exchange (NYSE: VER), and is the parent company and indirect owner of CR V Advisors, our advisor, and the indirect owner of Cole Capital Corporation, our dealer manager, and CREI Advisors, LLC (CREI Advisors), our property manager. Since January 1, 2006, Cole Capital and its affiliates have sponsored nine publicly offered REITs, which are comprised of us; Cole Credit Property Trust, Inc. (CCPT I), which merged with and into a wholly-owned subsidiary of VEREIT in May 2014; Cole Credit Property Trust II, Inc. (CCPT II), which merged with and into a wholly-owned subsidiary of Spirit Realty Capital, Inc. in July 2013; Cole Real Estate Investments, Inc. (Cole) (formerly known as Cole Credit Property Trust III, Inc. (CCPT III)), which merged with and into a wholly-owned subsidiary of VEREIT in February 2014; Cole Credit Property Trust IV, Inc. (CCPT IV); Cole Corporate Income Trust, Inc. (CCIT), which merged with and into a wholly-owned subsidiary of Select Income REIT in January 2015; Cole Office & Industrial REIT (CCIT II), Inc. (CCIT II); Cole Office & Industrial REIT (CCIT III), Inc. (CCIT III); and Cole Real Estate Income Strategy (Daily NAV), Inc. (Cole Income NAV Strategy). As of December 31, 2016, these programs had raised 4

12 a total of approximately $14.0 billion from approximately 269,500 investors and purchased 3,094 properties located in 49 states and the U.S. Virgin Islands for an aggregate purchase price of $20.7 billion. For over three decades, Cole Capital has developed and utilized a conservative investment approach that focuses on single-tenant commercial properties, which are leased to creditworthy tenants, subject to long-term net leases. Our sponsor has used this investment strategy primarily in the retail sector and, in recent years, within the office and industrial sectors. We believe that our sponsor s prior experience in applying this conservative and disciplined investment strategy in both the retail and office and industrial sectors is a competitive strength of ours, as our advisor, an affiliate of our sponsor, acquires and manages, on our behalf, a portfolio of necessity retail properties. In addition, our sponsor has built an organization of approximately 350 employees, who are experienced in the various aspects of acquiring, financing and managing commercial real estate, and we believe that our access to these resources is also a competitive strength of ours. A summary of the real estate programs managed over the last ten years by our sponsor, including adverse business and other developments, is set forth in the section of this prospectus captioned Prior Performance Summary. Our advisor, CR V Advisors, is an affiliate of our sponsor that was formed solely for the purpose of managing our company. Various key personnel of our advisor have been associated with Cole Capital for several years. For additional information about the key personnel of our advisor, see the section of this prospectus captioned Management Our Advisor. Q: Why should I consider an investment in real estate? A: Our goal is to provide a professionally managed, diversified portfolio of quality commercial real estate to retail investors who generally have had very limited access to such investments in the past. Allocating some portion of your portfolio to a direct investment in quality commercial real estate may provide you with: a reasonably stable level of current income from the investment; diversification of your portfolio, by investing in an asset class that is not correlated with the stock market; and the opportunity for capital appreciation. Q: How is an investment in shares of your common stock different from investing in shares of a listed REIT? A: Investing in REITs whose shares are listed for trading on a national securities exchange can be one alternative for investing in commercial real estate. Shares of listed REITs, however, generally fluctuate in price with the stock market as a whole; that is, there may be, over certain periods of time, a correlation between changes in the price of listed REIT shares and changes in the value of the stock market generally. Such correlation suggests that the value of shares of listed REITs may be, over certain periods of time, based on a variety of factors beyond the value of the listed REIT s underlying real estate investments, such as the supply of available shares (number of sellers) and the demand for shares (number of buyers), as well as changes in investors short- or long-term financial market expectations in general. Our objective is to offer an alternative for investing in commercial real estate, where the value of your investment will be based principally on an estimate of the value of our portfolio of real estate and real estate-related assets. The offering price is based on our estimated per share NAV as of December 31, 2016, as determined by our board of directors on March 24, 2017, plus any applicable per share up-front selling commissions and dealer manager fees. Subsequent estimates of our NAV will be done at least annually. As a result, we expect that changes in the value of our shares will be more closely correlated, or aligned, with changes in the prices of direct investments in real estate, as compared to changes in the prices of listed REIT shares. Since direct investments in real estate are not highly correlated with the stock market generally, we expect that an investment in our shares will provide a measure of diversification to an investment portfolio that largely consists of stocks traded on a stock exchange. Investors should bear in mind that investing in our shares differs from investing in listed REITs in significant ways. An investment in our shares has limited liquidity, as no public market is likely to exist. Therefore, until we undertake a liquidity transaction, your ability to access the value of your investment in our shares will be limited to our share redemption program, which includes a number of restrictions and can be suspended or terminated by our board of directors at any time. The offering price for our shares is fixed and is not based on the expected book value or expected net asset value of our proposed investments, or our expected operating cash flows. In contrast, the offering price for a share of a listed REIT may vary with market fluctuations and factor in book value, net asset value, investments and/or operating cash flows. An investment in a listed REIT is a liquid investment, as shares can be sold 5

13 on an exchange at any time. Investing in our shares also differs from investing directly in real estate, including our expenses related to this offering and other fees and expenses that are payable by us. Q: What are your exit strategies? A: Our primary offering is expected to continue for two years from the effective date of this offering, unless the offering is extended. If we decide to extend the primary offering beyond two years from the date of this prospectus, we will provide that information in a prospectus supplement; however, in no event will we extend this offering beyond 180 days after the third anniversary of the effective date of this offering. Our board of directors, in consultation with management, may determine that it is in our best interests to begin the process of engaging advisors to consider alternatives with respect to a liquidity event during our offering stage. A liquidity event could include a sale of our assets, a sale or merger of our company, a listing of our common stock on a national securities exchange, or other similar transaction. Any liquidity event is subject to the determination of our board of directors that such liquidity event is appropriate to commence. If we do not begin the process of achieving a liquidity event by the sixth anniversary of the termination of our initial public offering, our charter requires our board of directors to adopt a resolution declaring that a proposed liquidation of our company is advisable and direct that a plan of liquidation be submitted for consideration at either an annual or special meeting of stockholders, unless a majority of the board of directors, including a majority of the independent directors, determines that a liquidation is not then in the best interest of our stockholders. If we have sought and failed to receive stockholder approval of a plan of liquidation, our company will continue operating, and upon the written request of stockholders owning in the aggregate not less than 10% of the then outstanding shares of our common stock, the plan of liquidation will be submitted for consideration by proxy statement to the stockholders up to once every two years. Market conditions and other factors could cause us to delay our liquidity event beyond the sixth anniversary of the termination of the initial public offering. Even after we decide to pursue a liquidity event, we are under no obligation to conclude our liquidity event within a set time frame because the timing of our liquidity event will depend on real estate market conditions, financial market conditions, federal income tax consequences to stockholders, and other conditions that may prevail in the future. We also cannot assure you that we will be able to achieve a liquidity event. Q: What will be the source of your distributions? Although we expect our distributions to be paid from cash flow from operations, during certain periods we have paid, and may pay in the future, distributions from sources other than cash flow from operations, including from the proceeds of this offering, from borrowings or from the sale of properties or other investments, among others, and we have no limit on the amounts we may pay from such sources. Our distributions will constitute a return of capital for federal income tax purposes to the extent that they exceed our earnings and profits as determined for tax purposes. Q: Will the distributions I receive be taxable as ordinary income? A: Generally, unless your investment is held in a qualified tax-exempt account, distributions that you receive, including distributions that are reinvested pursuant to our distribution reinvestment plan, will be taxed as ordinary income to the extent they are from our current or accumulated earnings and profits. We expect that some portion of your distributions in any given year may not be subject to tax because depreciation and other non-cash expenses reduce taxable income but do not reduce cash available for distribution. In addition, distributions may be made from other sources, such as borrowings in anticipation of future operating cash flows or proceeds of this offering, which would not be currently taxed. The portion of your distribution that is not currently taxable will be considered a return of capital for tax purposes and will reduce the tax basis of your investment. This, in effect, defers a portion of your tax until your investment is sold or we are liquidated, at which time you likely will be taxed at capital gains rates. However, because each investor s tax considerations are different, we recommend that you consult with your tax advisor. You also should review the section of this prospectus captioned Federal Income Tax Considerations. Q: Do you expect to acquire properties in transactions with affiliates of your advisor? A: Other than as set forth below, our board of directors has adopted a policy to prohibit acquisitions and loans from or to affiliates of our advisor. First, from time to time, our advisor may direct certain of its affiliates to acquire properties that would be suitable investments for us or our advisor may create special purpose entities to acquire properties that 6