| 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
INNOVATIVE INDUSTRIAL PROPERTIES INC [ IIPR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/17/2024 | ||||||||||||||||||||||||||
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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 | ||||||
| Common Stock | 213,308 | D | ||||||||
| Common Stock | 56,500 | I | By SLAT(1) | |||||||
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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 | ||||||||
| Restricted Stock Units 2024 | $0(2) | 01/17/2024 | A | 38,124 | (3) | (3) | Common Stock | 38,124 | $0 | 38,124 | D | ||||
| Restricted Stock Units 2023 | $0(2) | (4) | (4) | Common Stock | 31,566 | 31,566 | D | ||||||||
| Restricted Stock Units 2022 | $0(2) | (5) | (5) | Common Stock | 16,218 | 16,218 | D | ||||||||
| Restricted Stock Units 2021 | $0(2) | (6) | (6) | Common Stock | 12,612 | 12,612 | D | ||||||||
| Restricted Stock Units 2020 | $0(2) | (6) | (6) | Common Stock | 15,978 | 15,978 | D | ||||||||
| Performance Share Units 2022 | $0 | (7) | (7) | Common Stock | 46,188 | 46,188 | D | ||||||||
| Explanation of Responses: |
| 1. A Spousal Lifetime Access Trust ("SLAT") for the benefit of the reporting person's spouse and adult child. The reporting person and the reporting person's spouse control the entity that serves as trustee of the SLAT. |
| 2. Each restricted stock unit ("RSU") represents the contingent right to receive, upon vesting of the RSU, one share of the Innovative Industrial Properties, Inc.'s (the "Company") common stock. |
| 3. One-third of the RSUs shall be released from the forfeiture restriction on each of January 1, 2025, January 1, 2026 and January 1, 2027, provided that the reporting person continues to be a non-employee director or employee of the Company on such date. The vesting of RSUs is subject to satisfaction of the vesting conditions under the Company's Nonqualified Deferred Compensation Plan (the "NQDC Plan"). |
| 4. One-third of the RSUs shall be released from the forfeiture restriction on each of January 1, 2024, January 1, 2025 and January 1, 2026, provided that the reporting person continues to be a non-employee director or employee of the Company on such date. The vesting of RSUs is subject to satisfaction of the vesting conditions under the Company's NQDC Plan. |
| 5. One-third of the RSUs shall be released from the forfeiture restriction on each of January 1, 2023, January 1, 2024 and January 1, 2025, provided that the reporting person continues to be a non-employee director or employee of the Company on such date. The vesting of RSUs is subject to satisfaction of the vesting conditions under the Company's NQDC Plan. |
| 6. The vesting of RSUs is subject to satisfaction of the vesting conditions under the Company's NQDC Plan. |
| 7. Each performance share unit represents the right to receive, following vesting, between 0% and 150% of one share of common stock based upon the achievement of pre-established performance metrics related to relative total stockholder return over performance period beginning January 11, 2022 and ending on December 31, 2024, and certification of such performance by the Compensation Committee following the conclusion of the performance period. |
| /s/ Brian J. Wolfe, Attorney-in-Fact | 01/18/2024 | |
| ** 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. | ||