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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| LTIP Units (5) | (5) | 01/04/2019 | C(1)(2) | 40,000 | (5) | (5) | Common Stock, par value $0.01 per share | 40,000 | (1) (5) | 141,311 | D | ||||
| Partnership Units (6) | (6) | 01/04/2019 | C(1)(2) | 40,000 | (6) | (6) | Common Stock, par value $0.01 per share | 40,000 | (1) (6) | 40,000 | D | ||||
| Partnership Units (6) | (6) | 01/04/2019 | C(1)(2) | 40,000 | (6) | (6) | Common Stock, par value $0.01 per share | 90,000 | (1) (6) | 0 | D | ||||
| LTIP Units (7) | (5) (7) | 01/07/2019 | A | 12,760 | (5)(7) | (5) | Common Stock, par value $0.01 per share | 12,760 | (5) (7) | 154,071 | D | ||||
| LTIP Units (4) | (4) (5) | 01/07/2019 | A | 30,528 (8) | (4)(5) | (5) | Common Stock, par value $0.01 per share | 30,528 | (4) (5) | 184,599 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| King David G C/O STAG INDUSTRIAL, INC. ONE FEDERAL STREET, 23RD FLOOR BOSTON, MA 02110 |
EVP and Director-Real Estate | |||
| /s/ Jeffrey M. Sullivan, Attorney-in-Fact | 01/08/2019 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | The reporting person converted 40,000 long-term incentive plan units ("LTIP Units") of STAG Industrial Operating Partnership, L.P., a Delaware limited partnership (the "Operating Partnership"), of which STAG Industrial, Inc., a Maryland corporation (the "Issuer"), is the sole member of the general partner, into 40,000 common units of limited partnership of the Operating Partnership ("OP Units") and redeemed 40,000 OP Units. The LTIP Units are convertible into OP Units as they are non-forfeitable and certain conditions to parity have been satisfied. The OP Units held by the reporting person are redeemable for cash equal to the current market value of one share of the Issuer's common stock or, at the Issuer's election, for shares of the Issuer's common stock on a one-for-one basis. The Issuer elected to redeem the reporting person's OP Units with common stock. |
| (2) | The LTIP Units were converted, the OP Units were redeemed and the shares were sold pursuant to an approved Rule 10b5-1 Trading Plan entered into by the reporting person on December 5, 2018 in compliance with the Rule 10b5-1 Guidelines adopted by the Board of Directors of the Issuer (the "Board"). |
| (3) | This represents the weighted average sales price. Sales prices range from $24.08 to $24.58. Upon request by the Securities and Exchange Commission (the "SEC"), the Issuer or a stockholder of the Issuer, the reporting person will provide full information regarding the number of shares sold at each separate price. |
| (4) | The LTIP Units were granted to the reporting person by the Board. The LTIP Units were earned by the reporting person based on a performance unit award made in March 2016 pursuant to the Issuer's 2011 Equity Incentive Plan, as amended (the "Equity Incentive Plan"). The reporting person earned 263% of the target number of performance units over a three-year performance period. The Compensation Committee of the Board determined the number of LTIP Units earned on January 7, 2019. 17,673 LTIP Units are fully vested as of the issuance date and 12,855 LTIP Units are subject to forfeiture until December 31, 2019. For more information on the terms of the performance unit award, please see the Issuer's definitive proxy statement filed with the SEC. |
| (5) | Represents LTIP Units granted to the reporting person pursuant to the Equity Incentive Plan. Over time, the LTIP Units can achieve full parity with OP Units for all purposes. If such parity is reached, non-forfeitable LTIP Units may be converted into OP Units and then may be redeemed for cash equal to the then-current market value of one share of the Issuer's common stock or, at the Issuer's election, for shares of the Issuer's common stock on a one-for-one basis. LTIP Units do not have an expiration date. |
| (6) | Represents OP Units in the Operating Partnership. OP Units may be redeemed for cash equal to the then-current market value of one share of the Issuer's common stock or, at the Issuer's election, for shares of the Issuer's common stock on a one-for-one basis. The OP Units are vested as of the date of issuance and have no expiration date. |
| (7) | The LTIP Units were granted to the reporting person on January 7, 2019 pursuant to the Equity Incentive Plan. The LTIP Units vest on a quarterly basis over a four-year period. |
| (8) | Represents the number of LTIP Units earned as of December 31, 2018 under the performance unit award made in March 2016. |