Director Butcher Benjamin S converted options into 50,000 shares and sold $1,961,695 worth of shares (50,000 units at $39.23) (SEC Form 4)
$STAG
Real Estate Investment Trusts
Real Estate
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
STAG Industrial, Inc. [ STAG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 09/12/2024 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 09/12/2024 | C(1) | 50,000 | A | (1) | 58,758 | D | |||
| Common Stock | 09/12/2024 | S | 50,000 | D | $39.2339(2) | 8,758 | D | |||
|
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| LTIP Units(3) | (3)(4) | 01/08/2024 | A | 116,024(5) | (3)(4) | (4) | Common Stock, par value $0.01 per share | 116,024 | (3)(4) | 745,482 | D | ||||
| LTIP Units(4) | (4) | 09/12/2024 | C(1) | 50,000 | (4) | (4) | Common Stock, par value $0.01 per share | 50,000 | (1)(4) | 695,482 | D | ||||
| Partnership Units(6) | (6) | 09/12/2024 | C(1) | 50,000 | (6) | (6) | Common Stock, par value $0.01 per share | 50,000 | (1)(6) | 59,320 | D | ||||
| Partnership Units(6) | (6) | 09/12/2024 | C(1) | 50,000 | (6) | (6) | Common Stock, par value $0.01 per share | 50,000 | (1)(6) | 9,320 | D | ||||
| Explanation of Responses: |
| 1. On September 12, 2024, the reporting person converted a total of 50,000 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 50,000 common units of limited partnership of the Operating Partnership ("OP Units") and redeemed 50,000 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. This represents the weighted average sales price. On September 12, 2024, sales prices ranged from $39.10 to $39.35. 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. |
| 3. The LTIP Units were granted to the reporting person by the Board of Directors of the Issuer (the "Board"). The LTIP Units were earned by the reporting person based on a performance unit award made in January 2021 pursuant to the Issuer's 2011 Equity Incentive Plan, as amended (the "Equity Incentive Plan"). The reporting person earned 216.2% 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 8, 2024. All of the LTIP Units are fully vested as of the issuance date. For more information on the terms of the performance unit award, please see the Issuer's definitive proxy statement filed with the SEC. |
| 4. 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. |
| 5. Represents the total number of LTIP Units earned as of December 31, 2023 under the performance unit award made in January 2021 and LTIP Units received in lieu of dividends paid on the earned LTIP Unit. |
| 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. |
| /s/ Jeffrey M. Sullivan, Attorney-in-Fact | 09/13/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||