SEC FORM 4

SEC FORM 4 SEC Form 4

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).

1. Name and Address of Reporting Person^*

Gamzon Rebecca D

(Last)

(First)

(Middle)

641 LEXINGTON AVENUE

(Street)

NEW YORK

10022-4599

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
INDUS REALTY TRUST, INC. [ INDT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/19/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/19/2023		G		10,734	D	$0	0	D
Common Stock								21,497	I	By spouse
Common Stock								105,662	I	Footnote⁽¹⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽²⁾							⁽³⁾	⁽³⁾	Common Stock	1,211.78		1,211.78	I	By spouse
Performance Stock Units	⁽²⁾							⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	3,635.36		3,635.36	I	By spouse
Restricted Stock Units	⁽²⁾							⁽⁴⁾	⁽⁴⁾	Common Stock	1,046.26		1,046.26	I	By spouse
Restricted Stock Units	⁽²⁾							⁽⁵⁾	⁽⁵⁾	Common Stock	1,046.26		1,046.26	I	By spouse
Restricted Stock Units	⁽²⁾							⁽⁶⁾	⁽⁶⁾	Common Stock	1,046.26		1,046.26	I	By spouse
Restricted Stock Units	⁽²⁾							⁽⁷⁾	⁽⁷⁾	Common Stock	1,244.03		1,244.03	I	By spouse
Restricted Stock Units	⁽²⁾							⁽⁸⁾	⁽⁸⁾	Common Stock	1,244.03		1,244.03	I	By spouse
Restricted Stock Units	⁽²⁾							⁽⁹⁾	⁽⁹⁾	Common Stock	1,244.03		1,244.03	I	By spouse
Performance Stock Units	⁽²⁾							⁽¹²⁾	⁽¹²⁾	Common Stock	3,732.09		3,732.09	I	By spouse
Common Stock Options (right to buy)	$26.31							05/13/2019	05/13/2026	Common Stock	18,738		18,738	I	By spouse
Common Stock Options (right to buy)	$26.31							05/13/2020	05/13/2026	Common Stock	18,738		18,738	I	By spouse
Common Stock Options (right to buy)	$26.31							05/13/2021	05/13/2026	Common Stock	18,740		18,740	I	By spouse
Performance Stock Units	⁽²⁾							⁽¹¹⁾	⁽¹¹⁾	Common Stock	3,139.51		3,139.51	I	By spouse

Explanation of Responses:

1. Trusts in which Rebecca D. Gamzon has shared voting power as trustee.

2. Each restricted stock unit represents the contingent right to receive one share of common stock upon vesting of the unit.

3. The restricted stock units are scheduled to vest on February 1, 2024.

4. The restricted stock units vested on March 1, 2023 and were deferred.

5. The restricted stock units are scheduled to vest on March 1, 2024.

6. The restricted stock units are scheduled to vest on March 1, 2025.

7. The restricted stock units are scheduled to vest on February 1, 2024.

8. The restricted stock units are scheduled to vest on February 1, 2025.

9. The restricted stock units are scheduled to vest on February 1, 2026.

10. Performance-based stock unit award granted under the Company's 2020 Incentive Award Plan that is scheduled to vest on February 1, 2025.

11. Performance-based restricted stock unit award granted under the Company's 2020 Incentive Award Plan that is scheduled to vest on March 1, 2025.

12. Performance-based restricted stock unit award granted under the Company's 2020 Incentive Award Plan that is scheduled to vest on February 1, 2026.

	/s/Rebecca D. Gamzon	05/23/2023
	** 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.

SEC Form 4 filed by Gamzon Rebecca D