Gladstone Commercial Corporation
Public Non-Listed Senior Common Stock Offering
Dealer Manager:  Gladstone Securities, LLC
Filed pursuant to Rule 433
Registration Statement No. 333-190931


Forward-Looking Statements
This free writing prospectus has been prepared for informational
purposes
only from information supplied by Gladstone Commercial Corporation. All
statements contained in this free writing prospectus, other than
historical
facts, may constitute “forward-looking statements”
within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended. Words such as
“anticipates,”
“expects,”
“intends,”
“plans,”
“believes,”
“seeks,”
“estimates”
and variations of these words and other similar expressions are intended to
identify forward-looking statements. Readers should not rely upon forward-
looking statements because the matters that they describe are subject to
known and unknown risks and uncertainties that could cause Gladstone
Commercial Corporation’s
business, financial condition, liquidity, results of
operations, funds from operations or prospects to differ materially from those
expressed in or implied by such statements. Such risks and uncertainties are
disclosed under the caption “Risk Factors”
in the prospectus supplement and
the accompanying prospectus for the offering to which this free writing
prospectus relates, in Gladstone Commercial Corporation’s most recent
Annual Report on Form 10-K, in Gladstone Commercial Corporation’s
Quarterly Reports on Form 10-Q and in the other information that Gladstone
Commercial Corporation
files with the SEC.  Other than as required by
applicable law, Gladstone Commercial Corporation shall have no obligation
or undertaking to update or revise any forward looking statements to reflect
any change in expectations, results or events.
1


Free Writing Prospectus
Neither the Securities and Exchange Commission, or SEC, nor any state securities commission has
approved or disapproved of these securities or passed upon the accuracy or the adequacy of this free
writing prospectus, the prospectus supplement or the accompanying prospectus. Any representation to the
contrary is a criminal offense. 
This free writing prospectus only relates to the securities of Gladstone Commercial Corporation described
in the prospectus supplement, dated September 24, 2013, as amended from time to time, and the
accompanying prospectus, dated September 24, 2013, that was included in Gladstone Commercial
Corporation’s registration statement on Form S-3 (File No. 333-190931) which was filed with the SEC on
August 30, 2013. This free writing prospectus should be read in conjunction with the prospectus
supplement and the accompanying prospectus.
To view the prospectus supplement and the accompanying prospectus which relate to this offering, click
the following link:
or
on
the
website that relates to this offering at www.GladstoneCommercial.info.
Gladstone Commercial Corporation’s central index key on the SEC’s Web site is 0001234006.
Gladstone Commercial Corporation has filed a registration statement, including a prospectus and a
prospectus supplement, with the SEC for the offering to which this communication relates. Before you
invest, you should read the prospectus and the prospectus supplement in that registration statement and
other documents Gladstone Commercial Corporation has filed with the SEC for more complete
information about Gladstone Commercial Corporation and this offering. You may obtain these documents
for
free
by
visiting
EDGAR
on
the
SEC
Web
site
at
www.sec.gov
or
by
clicking
on
the
links
above.
Alternatively,
Gladstone
Commercial
Corporation,
any
underwriter
or
any
dealer
participating
in
the
offering will arrange to send to you the prospectus and prospectus supplement if you request it by
contacting Gladstone Securities, LLC, 1521 Westbranch Drive, Suite 100, McLean, VA 22102; Attention:
Investor Relations or by calling 1 (703) 287-5893.
2


Risk Factors
3
Risks Relating to Our Senior Common Stock and this Offering:
There is no established public trading market for shares of Senior Common Stock, and we have no plans to list these shares on
a national securities exchange.
We established the offering price of shares of Senior Common Stock on an arbitrary basis, and, as a result, the actual value of
your investment may be substantially less than what you pay.
The calculation of the Exchange Ratio could result in a deterrent to your exchanging shares of Senior Common Stock for
shares of Listed Common Stock if shares of Listed Common Stock are trading at lower levels at the time that you desire to
exchange your shares.
Your ability to redeem shares of Senior Common Stock pursuant to
our share redemption program is limited to the proceeds
generated by our distribution reinvestment plan, and the share redemption program may be amended, suspended or terminated
by our Board at any time without stockholder approval.
If you do not agree with the decisions of our Board, then you will not be able to influence changes in our policies and
operations
because
holders
of
shares
of
Senior
Common
Stock
will
generally
have
no
voting
rights.
Our charter contains restrictions on the ownership and transfer of shares of our capital stock, and these restrictions may inhibit
your ability to sell your shares of Senior Common Stock promptly, or at all.
Our Dealer Manager is one of our affiliates, and, therefore, an investor in shares of Senior Common Stock would not have the
benefit of an independent underwriter who has performed an independent due diligence review.
Highly
leveraged
tenants
and
borrowers
may
be
unable
to
pay
rent
or
make
mortgage
payments,
which
could
adversely
affect
our cash available to make distributions to holders of our Senior Common Stock.
An investment in shares of Senior Common Stock involves substantial risks. You should purchase our securities
only if you can afford a complete loss of your investment.  Please read and consider the risk factors in the
prospectus supplement and prospectus before purchasing any securities.  The most significant risk factors include:


Risk Factors (continued)
Risks Relating to Our Company and Our Operations
Our business strategy relies heavily on external financing, which may expose us to risks associated with
leverage such as restrictions on additional borrowing and payment of distributions to stockholders, risks
associated
with
balloon
payments,
and
risk
of
loss
of
our
equity
upon
foreclosure.
We are subject to certain risks associated with real estate ownership and lending which could reduce the
value of our investments, including but not limited to, changes in the general economic climate; changes in
local conditions such as an oversupply of space or reduction in demand for real estate; changes in interest
rates and the availability of financing; competition from other available space; and changes in laws and
governmental regulations, including those governing real estate usage, zoning and taxes.
Our
properties
may
be
subject
to
impairment
charges,
which
could
adversely
affect
our
results
of
operations.
Illiquidity
of
real
estate
investments
may
make
it
difficult
for
us
to
sell
properties
in
response
to
market
conditions
and
our
properties
may
include
special
use
and
single
or
multi-tenant
properties
that
may
be
difficult to sell or re-lease upon tenant defaults or early lease terminations which could harm our financial
condition and ability to make distributions.
Our
real
estate
investments
have
a
limited
number
of
tenants,
many
of
which
are
small-
and
medium-sized
businesses, and are concentrated in a limited number of industries, which subjects us to an increased risk of
significant
loss
if
any
one
of
these
tenants
is
unable
to
pay
or
if
particular
industries
experience
downturns.
4


Risk Factors (continued)
Risks
Relating
to
Our
Company
and
Our
Operations
(continued
from
previous
slide)
We may be unable to renew leases, lease vacant space or re-lease space as leases expire, which could
adversely affect our business and our ability to make distributions to our stockholders.
We
may
enter
into
sale-leaseback
transactions,
whereby
we
would
purchase
a
property
and
then
lease
the
same
property
back
to
the
person
from
whom
we
purchased
it.
If
a
sale-leaseback
transaction
is
re-
characterized in a tenant’s bankruptcy proceeding, our financial condition could be adversely affected.
We are dependent upon our key management personnel, who are employed by our Adviser, for our future
success, particularly David Gladstone, Terry Lee Brubaker, and Robert Cutlip.
Our
success
depends
on
the
performance
of
our
Adviser
and
if
our
Adviser
makes
inadvisable
investment
or management decisions, our operations could be materially adversely impacted.
We may have conflicts of interest with our Adviser and other affiliates, including but not limited to the
following conflicts: (i) our Adviser may realize substantial compensation on account of its activities on our
behalf,
and
may,
therefore,
be
motivated
to
approve
acquisitions
solely
on
the
basis
of
increasing
compensation to itself; (ii) we may experience competition with our affiliates for financing transactions;
(iii) our Adviser may earn fee income from our borrowers or tenants; and (iv) our Adviser and other
affiliates could compete for the time and services of our officers and directors.
If
we
fail
to
qualify
as
a
REIT,
our
operations
and
dividends
to
stockholders
would
be
adversely
impacted.
To the extent that our distributions represent a return of capital for tax purposes, you could recognize an
increased capital gain upon a subsequent sale of your stock.
5


Offering Summary: Senior Common Stock
6
Issuer:
Gladstone Commercial Corporation 
Current Status:
A
public reporting company with 17,715,958 shares 
of Listed Common Stock outstanding (symbol: GOOD)
Security Offered:
Senior Common Stock (registered, non-listed)
Distribution Preference:
Distribution payments have a senior preference over
Listed Common Stock but are subordinate to
Preferred Stock
Distribution Rate:
$1.05 per share per annum, declared daily and
paid at the rate of $0.0875 per share per month
Please note: distributions are not guaranteed
Offer Price:
$15 per share
Shares Offered:
3,000,000 shares in primary offering and 500,000
shares pursuant to distribution reinvestment plan
Minimum Purchase:
200 shares having an aggregate minimum purchase
price of $3,000
The information on this page is accurate as of August 8, 2014. Past performance is not indicative of future results.


Offering Summary: Senior Common Stock (continued)
Initial Liquidity:
Non-listed, but with limited liquidity through
share redemption program based upon cash
proceeds generated by distribution
reinvestment plan
Conversion Liquidity:
Holders of Senior Common Stock have the right to
convert into shares of Listed Common Stock five
years after the date on which shares of Senior
Common Stock were originally purchased
Conversion Ratio:
Purchase price ($15.00) divided by the
greatest of:
(i) the closing trading price of Listed Common
Stock on the date on which shares of Senior
Common Stock were originally issued,
(ii) the book value per share of the Listed
Common Stock as determined as of the date on
which shares of Senior Common Stock were
originally issued, or
(iii) $13.68
7


The Importance of Being Senior to Listed Common
Please Note: Distributions on Senior Common Stock have preference
over those paid on Listed Common Stock, but are subordinate to
those paid on existing and future series of Preferred Stock 
8


Additional Information
Annual
distributions
to
be
paid
on
3
million
shares
of
Senior
Common
Stock
would be $3.15 million
Total distributions paid to Listed Common Stockholders for the year ended
December 31, 2013 were $19.7 million
The
distribution
on
the
Listed
Common
Stock
was
$0.125
per
month
or
$1.50
for
the last 12 months
Cumulative: Distributions paid on shares of Senior Common Stock cannot be
decreased and are cumulative
Successful track record of not reducing distributions on Listed Common Stock
since inception in 2003   Please note: distributions are not guaranteed
Valuation: The value of shares of Senior Common Stock will be published every
quarter beginning with the quarter ending September 30, 2014
Not Callable: Shares of Senior Common Stock are generally not callable prior to
September 1, 2017
The information on this page is accurate as of August 8, 2014. Past performance is not indicative of future results.
9


Fees & Expenses
If Gladstone Commercial sells 3,000,000 shares of the Senior Common
Stock in the primary offering, 11% of the proceeds will be used to pay sales
commissions, dealer manager fees, and other offering expenses
Gladstone Commercial pays its affiliated investment adviser, Gladstone
Management Corporation:
(i) an advisory fee of 2% of total stockholders’
equity less the value of
any preferred shares, and
(ii) a performance-based incentive fee
10


What kind of REIT is Gladstone Commercial?
Gladstone Commercial is a publicly-traded equity REIT incorporated in 2003 to
purchase
commercial
and
industrial
properties
that
are
leased
to
tenants
pursuant
to
triple
net
leases
(e.g.,
the
tenant
pays
taxes,
insurance
and
maintenance)
Gladstone Commercial files annual and quarterly reports, proxy statements and
other information with the SEC, issues press releases, conducts quarterly earnings
calls with stockholders and has a full-scale investor relations department that
utilizes a publicly-available investor relations website
Owns 93 properties in the US:
purchase price was $826 million
geographically diversified in 23 states
diversified by property type in 17 distinct tenant industries
diversified by 80 different tenants
97% occupied and paying as agreed
The information on this page is accurate as of August 8, 2014.  Past performance is not indicative of future results.
11


Executive Management Team
12
Disclaimer: Past performance is not an indication of future performance
Bob Cutlip, President
Terry Brubaker, Chief Operating Officer
Over 25 years of experience investing in mid-sized and small private businesses
Current Chairman and CEO of all four Gladstone funds, public companies #7, #8, #9 and #10 in his career
Former Chairman of Allied Capital Commercial (REIT) and Allied Capital and American Capital when they
were successful
Former board member of Capital Automotive REIT
MBA from Harvard Business School, MA from American University, BA from University of Virginia
Over 25 years commercial real estate operations experience
Former Managing Director at Sealy & Company, LLC, where he led the Southeast & Mid Atlantic operations
for a vertically integrated real estate operating company
Former EVP of First Industrial Realty Trust where he directed the acquisition and development business
activities in 26 markets in North America
Former Regional EVP of Duke-Weeks Realty, responsible for development, acquisitions and operations
of the Mid-Atlantic region
Former National Chairman of National Association of Industrial and Office Properties
MBA from University of Southern California, MS in Civil Engineering from Vanderbilt University, BA in Civil
Engineering from U.S. Air Force Academy
Over 25 years of experience in managing businesses
Currently COO and head of portfolio management for all four Gladstone public funds
Previously on the acquisition team of James River Corp., as it grew from $200 million to $7 billion in revenues
Former group VP of two operating divisions at James River with 2,300 employees, $440 million in revenue
and 14 locations
After
James
River,
was
CEO
of
two
businesses
with
800
employees,
$250
million
in
revenue
and
4
locations
Former consultant with McKinsey & Company
MBA from Harvard Business School; BSE in Aeronautical Engineering from Princeton University
David Gladstone, Chairman and CEO


Senior GOOD Leadership Team
13
Matt Tucker, Managing Director, Northeast and Midwest Regions
Buzz Cooper, Senior Managing Director, South and Southeast Regions
Andrew White, Managing Director, Western Region
More than 60 professionals as part of the Gladstone Team
Disclaimer: Past performance is not an indication of future performance
Manages regional acquisition and asset management activities; joined  Gladstone in August of 2013
Over 25 years of experience of real estate investing experience
Formerly held senior positions with MetLife Real Estate Investments, ING Realty Partners, Berwind
Property Group and MIG Real Estate
Manages regional acquisition and asset management activities; over 12 years with Gladstone
Over 25 years of real estate investing experience
Former principal of Allied Commercial Corporation REIT, where his responsibilities ranged from
buying loans from RTC and banks to making real estate backed loans
Manages regional acquisition and asset management activities; over 9 years with Gladstone
Over 15 years experience of real estate investing experience
Formerly held investment and advisory positions with Liquid Realty Partners, SG Capital Partners
and Chase Securities Inc.


Dual Focus on Tenant and Real Estate Underwriting
14
Conduct an MAI Appraisal on each
property
Site visit to review property
Survey brokers in the area to verify
the value of similar properties
Phase I or II environmental report
and sometimes purchase
environmental liability insurance
Conduct a Property Assessment to
assure the building is structurally
sound
Zoning and title report to assure that
there are no deed problems
Due Diligence on the Real Estate
Detailed underwriting of the
tenant’s business
Review tenant’s financial
statements and projections
Prove out the cash flow of the
tenant’s business
Evaluate the management of the
tenant’s business
Determine the tenant’s risk rating
and the probability of default
using a proprietary tenant risk
rating system
Due Diligence on the Tenant


Investment Strategy
15
National operation: Expanding across the U.S. for opportunities and diversification
Key
real
estate:
Own
properties
that
are
key
to
the
tenants’
operations
and
that
have favorable configuration and location traits
Middle market tenants: Use the Gladstone team’s credit methods to underwrite
middle market tenants to achieve better than market returns
Investment Criteria:
Transaction
Size:
$5MM
-
$50MM
Property Type:  Single tenant and anchored multi-tenant industrial, office and
medical properties
Transaction Type:  Third party acquisition, sale-leaseback, build-to-suit JV,
build-to-suit forward purchase
Lease Terms:  NNN; term of 7+ years
Location:  Strong markets in the path of growth
Disclaimer: Past performance is not an indication of future performance


16
Geographic Diversity of Gladstone Commercial’s Properties
The information on this page is accurate as of August 8, 2014.


Gladstone Commercial’s Focus on Certain Industries
Areas Where Opportunities Exist to Own Properties
Light manufacturing
Manufacturing of small products (plastic closures, disposable tableware)
Specialty manufacturing
Special purpose buildings with a conditional use permit (paper manufacturing,
commercial bakery)
Established software companies
With large amount of computer equipment (data center)
Offices
Headquarter or regional offices of the business (electronics, telecommunications)
Business services
Service companies with logistic services (consumer products)
Medical  services/Healthcare
Buildings used to deliver medical services (medical practice)
Warehouses
Logistics operations or distribution centers with long-term leases
Specialty retailing
Special purpose retail outlets (drug stores)
17


18
Tenant Mix
(as a % of Total Rent)
Tenant Industry Mix
(as a % of Total Rent)
No significant concentration in any tenant or in any industry.
Highly Diversified Tenant Mix
Disclaimer: Past performance is not an indication of future performance
As of 8/8/14
Company A  -
7%
Company B  -
4%
Company C -
3%
Company D -
3%
Company E -
3%
Company F  -
3%
Company G -
2%
Company H  -
2%
Company I -
2%
Company J
-
2%
All remaining tenants -
69%
Telecommunications  -
19%
Automobile  -
13%
Healthcare, Education & Childcare  -
11%
Electronics  -
8%
Personal, Food & Miscellaneous Services  -
8%
Diversified/Conglomerate Manufacturing  -
6%
Chemicals, Plastics & Rubber -
5%
Beverage, Food & Tobacco  -
4%
Personal & Non-Durable Consumer Products -
4%
Machinery  -
4%
Buildings and Real Estate  -
3%
Containers, Packaging & Glass  -
3%
Printing & Publishing  -
3%
Diversified/Conglomerate Services  -
2%
Childcare  -
2%
Oil & Gas -
2%
Banking  -
2%
Education  -
1%
Home & Office Furnishings  -
1%


Target Asset Mix –
46% Office / 42% Industrial
19
Current Portfolio Mix
(as a % of Total Rent)
Office and industrial buildings touch most industries in the US and facilitate diversification.
Disclaimer: Past performance is not an indication of future performance
As of 6/30/14
42%
46%
8%
4%
Industrial
Office
Medical Office
Retail


Select Properties
General Motors Company
$57.0MM transaction
One of the 4 nationwide new Innovation Centers
320,000 SF office building in the Austin Technology Corridor
Debt upgraded to investment grade following the purchase
ViaSat, Inc.
$18.0MM transaction
A $1.3BN supplier of space and mobile communications systems for
commercial and defense users
Mission critical 100,000 SF facility including Network Operations
Center
Located in the Denver Inverness Office Park
20
Disclaimer: Past performance is not an indication of future performance


Select Properties
Lear Corporation
$3.4MM transaction
170,000 SF manufacturing and distribution center
Forward purchase of a build-to-suit project
Less than one mile from Mercedes-Benz 3.7MM SF auto
assembly plant in Vance, Alabama
PTC Inc.
$14.4MM transaction
$1.3BN software supplier to the supply chain industry
92,000 SF mission critical R&D and data center facility
Located in the Minneapolis Lexington Preserve Business
Park
21
Disclaimer: Past performance is not an indication of future performance


Highlights
Strong Growth Profile Over 24 Months
48% Increase in Total Assets
50% Increase in Total FFO
64% Increase in Total Common Market Capitalization
Strong Historic and Current Returns
Since 2009, Exceeded the cumulative FTSE NAREIT Office/Industrial Index by
53%
Excellent Shareholder–Aligned Team Performance
Remained 97% Occupied, Rent-Paying Through the Recent Recession
Never Lowered the Dividend nor Missed a Payment
Tenured
Core
Leadership
Team
Delivering
Consistent,
High
Quality
Results
22
Disclaimer: Past performance is not an indication of future performance


Senior Common Stock Highlights
7%
Annual
Yield:
Distribution
rate
of
$1.05
per
share
per
annum
Monthly
Distributions:
Paid
at
the
rate
of
$0.0875
per
share
per
month              
Please note: distributions are not guaranteed
Distribution
Preference:
Distribution
payment
preference
over
Listed
Common
Stock
but
subordinate
to
existing
and
future
series
of
Preferred
Stock
Assets
in
Place:
Company
has
rent
paying
buildings
in
place
Experienced
Management:
More
than
50
people
on
management
team
Conversion
Liquidity:
Holders
of
Senior
Common
Stock
have
the
option
to
convert
into shares of Listed Common Stock after five-years
Conditional
Liquidity:
Quarterly
repurchase
of
shares
of
Senior
Common
Stock
limited by cash proceeds generated by the reinvestment plan
Valuation:
The
value
of
shares
of
Senior
Common
Stock
will
be
published
every
quarter beginning with the quarter ending September 30, 2014
23