SEC Form 4 · accession 0001123292-15-001313
Industrial Income Trust Inc.
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Evan Zucker
Officer — Chairman of the Board · Director
Period of report
Nov 4, 2015
Accepted (ET)
Nov 4, 2015 · 12:50 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001464720
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Nov 4, 2015 | J | 294,110 | — | A | 294,310 | I | By Industrial Income Advisors Group LLC |
| Common StockF3,F2 | Nov 4, 2015 | D | 20,000 | $10.30 | D | 0 | I | By Industrial Income Advisors LLC |
| Common StockF3,F2 | Nov 4, 2015 | D | 294,310 | $10.30 | D | 0 | I | By Industrial Income Advisors Group LLC |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Special UnitsF4,F2,F5 | — | Nov 4, 2015 | J | 100 | D | — | — | Common Units | 294,110 | 0 | I |
| Common UnitsF4,F2,F5 | — | Nov 4, 2015 | J | 294,110 | A | — | — | Common Stock | 294,110 | 294,110 | I |
| Common UnitsF6,F2,F5 | — | Nov 4, 2015 | J | 294,110 | D | — | — | Common Stock | 294,110 | 0 | I |
Explanation of responses
- F1Represents shares of common stock received by Industrial Income Advisors Group LLC (the "Sponsor") from the transfer of the Sponsor's "Common Units," which represent a class of limited partnership units of Industrial Income Operating Partnership LP (the "OP") that entitles the holder to receive distributions from the OP under certain circumstances, to Industrial Income Trust Inc. ("IIT") in exchange for an equal number of shares of common stock of IIT pursuant to the Sponsor Redemption and Exchange Agreement, dated as of November 4, 2015, by and among the Sponsor, the OP and IIT (the "Redemption and Exchange Agreement").
- F2May be attributed to the Reporting Person based upon the fact that the Reporting Person is one of several individuals and/or their affiliates that directly or indirectly controls Industrial Income Advisors LLC (the "Advisor") and the Sponsor. The Reporting Person disclaims beneficial ownership of the shares of Common Stock held by the Advisor and the Sponsor, except to the extent of his pecuniary interest therein.
- F3Disposed of pursuant to the merger of Industrial Income Trust Inc. with and into Western Logistics II LLC (the "Merger") in exchange for the right to receive $10.30 in cash per share.
- F4"Special Units" represent a class of limited partnership units of the OP, separate from the Common Units, that entitles the holder to receive distributions from the OP under certain circumstances. Pursuant to the terms of the OP's Amended and Restated Limited Partnership Agreement, dated as of February 9, 2010, as amended (the "Partnership Agreement") and the Redemption and Exchange Agreement, the Sponsor's 100 Special Units were exchanged for 294,110 Common Units, based on a formula described in the Partnership Agreement, prior to the effective time of the Merger.
- F5There is no exercise or expiration date for the conversion right of the Special Units or Common Units.
- F6Common Units received by Sponsor in accordance with the Partnership Agreement and the Redemption and Exchange Agreement were transferred to IIT in exchange for an equal number of shares of common stock of IIT, pursuant to the Redemption and Exchange Agreement.