Principal Financial Officer Klein Robert B returned 18,460 shares to the company, decreasing direct ownership by 31% to 40,747 units (SEC Form 4)
$PSTL
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 |
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| 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)
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2. Issuer Name and Ticker or Trading Symbol
Postal Realty Trust, Inc. [ PSTL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/01/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Class A common stock | 07/01/2025 | D | 18,460(1) | D | $0(2) | 40,747(3) | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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(4) | (5) | 07/01/2025 | D | 45,698(1) | (6) | (5) | Class A common stock | 45,698 | $0(2) | 67,019 | D | ||||
| LTIP Units(4) | (5) | 07/01/2025 | D | 43,038(1) | (7) | (5) | Class A common stock | 43,038 | $0(2) | 23,981 | D | ||||
| LTIP Units(4) | (5) | 07/01/2025 | D | 3,785(1) | (8) | (5) | Class A common stock | 3,785 | $0(2) | 20,196 | D | ||||
| LTIP Units(4) | (5) | 07/01/2025 | D | 7,244(1) | (9) | (5) | Class A common stock | 7,244 | $0(2) | 12,952 | D | ||||
| LTIP Units(4) | (5) | 07/01/2025 | D | 12,952(1) | (10) | (5) | Class A common stock | 12,952 | $0(2) | 0 | D | ||||
| Restricted Stock Units(11) | (11) | 07/01/2025 | D | 11,359(1) | (11) | (11) | Class A common stock | 11,359 | $0(2) | 29,264 | D | ||||
| Restricted Stock Units(12) | (12) | 07/01/2025 | D | 13,284(1) | (12) | (12) | Class A common stock | 13,284 | $0(2) | 15,980 | D | ||||
| Restricted Stock Units(13) | (13) | 07/01/2025 | D | 15,980(1) | (13) | (13) | Class A common stock | 15,980 | $0(2) | 0 | D | ||||
| Explanation of Responses: |
| 1. Represents awards automatically forfeited and cancelled due to the Reporting Person's resignation as Chief Financial Officer of the Company effective June 18, 2025 and pursuant to the terms of the Transition and Separation Agreement, dated June 18, 2025, between the Issuer and the Reporting Person (the "Transition Agreement"). |
| 2. Not applicable. |
| 3. Represents the sum of (i) 12,747 shares that the Reporting Person beneficially owns as of the date hereof and (ii) 28,000 restricted stock awards which are currently unvested as of the date hereof, but which, pursuant to the terms of the Transition Agreement, can be accelerated by the Company if Mr. Klein fully complies with the terms of the Transition Agreement. |
| 4. The LTIP Units are a class of limited partnership units of Postal Realty LP (the "Operating Partnership"). |
| 5. Following the occurrence of certain events and upon vesting, the LTIP Units are convertible by Postal Realty Trust, Inc. (the "Issuer") into an equivalent number of units of the Operating Partnership ("OP Units"). OP Units are redeemable by the Reporting Person for cash or, at the election of the Issuer, shares of Class A common stock of the Issuer on a one-for-one basis or the cash value of such shares. LTIP Units do not have expiration dates. |
| 6. Reflects LTIP Unit grants in lieu of cash compensation which were scheduled to vest on the eighth anniversary of February 1, 2023, subject to certain conditions. |
| 7. Reflects LTIP Unit grants in lieu of cash compensation which were scheduled to vest on the eighth anniversary of February 1, 2024, subject to certain conditions. |
| 8. The LTIP Units were scheduled to vest on February 1, 2026, subject to continued employment with the Issuer. |
| 9. The LTIP Units were scheduled to vest ratably on each of February 1, 2026, and February 1, 2027, subject to continued employment with the Issuer. |
| 10. The LTIP Units were scheduled to vest ratably on each of February 1, 2026, February 1, 2027 and February 1, 2028, subject to continued employment with the Issuer. |
| 11. The RSUs are market-based awards and are subject to and were scheduled to vest upon achievement of certain performance-based hurdles and continued employment with the Issuer during the three-year performance period ending on December 31, 2025. |
| 12. The RSUs are market-based awards and are subject to and were scheduled to vest upon achievement of certain performance-based hurdles and continued employment with the Issuer during the three-year performance period ending on December 31, 2026. |
| 13. The RSUs are market-based awards and are subject to and were scheduled to vest upon achievement of certain performance-based hurdles and continued employment with the Issuer during the three-year performance period ending on December 31, 2027. |
| Remarks: |
| /s/ Joseph Antignani, attorney-in-fact | 07/03/2025 | |
| ** 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. | ||