Item 3.03 Material Modifications to Rights of Security Holders.
On September 27, 2019, the Company filed with the Maryland State Department of Assessments and Taxation the Articles Supplementary (the
Articles Supplementary) (i) setting forth the rights, preferences and terms of the Series E Preferred Stock and (ii) reclassifying and designating 4,000,000 shares of the Companys authorized and unissued shares of Common Stock
as shares of Series E Preferred Stock. The reclassification decreased the number of shares classified as Common Stock from 87,700,000 shares immediately prior to the reclassification to 83,700,000 shares immediately after the
reclassification. The foregoing description of the Articles Supplementary is qualified in its entirety by reference to the Articles Supplementary, a copy of which is filed as Exhibit 3.1 to this Form 8-K
and incorporated herein by reference.
After giving effect to the filing of the Articles Supplementary on September 27, 2019, the authorized capital
stock of the Company consists of 83,700,000 shares of Common Stock, 950,000 shares of Senior Common Stock, 2,600,000 shares of Series A Preferred Stock, 2,750,000 shares of Series B Preferred Stock, 6,000,000 shares of Series D Preferred Stock and
4,000,000 shares of Series E Preferred Stock.
On September 27, 2019, the Company, through its ownership of GCLP Business Trust II, the general
partner of Gladstone Commercial Limited Partnership, the operating partnership of the Company (the Operating Partnership), adopted Exhibit SEP to its Second Amended and Restated Agreement of Limited Partnership, as amended from time to
time (Exhibit SEP), establishing the rights, privileges and preferences of 6.625% Series E Cumulative Redeemable Preferred Units, a newly designated class of limited partnership interests (the Series E Preferred Units).
Exhibit SEP provides for the Operating Partnerships establishment and issuance of an equal number of Series E Preferred Units as are issued by the Company in connection with the Companys offering of Series E Preferred Stock upon the
Companys contribution to the Operating Partnership of the net proceeds of the Series E Preferred Stock offering. Generally, the Series E Preferred Units provided for under Exhibit SEP have preferences, distribution rights and other provisions
substantially equivalent to those of the Companys Series E Preferred Stock. The foregoing description of Exhibit SEP is qualified in its entirety by reference to Exhibit SEP, which is filed as Exhibit 10.1 and is incorporated by reference
herein.