Spirit MTA REIT : Form Deregistration of Securities

Section 1: 15-12B (FORM 15-12B)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 15

CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION

UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934.

Commission File Number 1-38414

SPIRIT MTA REIT

(Exact name of registrant as specified in its charter)

2727 North Harwood Street

Suite 300

Dallas, Texas 75201

[phone]

(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Common shares of beneficial interest, par value $0.01 per share

(Title of each class of securities covered by this Form)

N/A

(Titles of all other classes of securities for which a duty to file reports under section 13(a) or 15(d) remains)

Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:

Rule 12g-4(a)(1)	☒
Rule 12g-4(a)(2)	☐
Rule 12h-3(b)(1)(i)	☒
Rule 12h-3(b)(1)(ii)	☐
Rule 15d-6	☐
Rule 15d-22(b)	☐

Approximate number of holders of record as of the certification or notice date: Zero

Pursuant to the requirements of the Securities Exchange Act of 1934, Spirit MTA Reit has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.

Date: January 3, 2020	SPIRIT MTA REIT
	By:	/s/ Ricardo Rodriguez
	Name:	Ricardo Rodriguez
	Title:	Chief Executive Officer, President, Chief Financial

Officer and Treasurer

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