SEC Form 4/A · accession 0001179110-15-001344
STAG Industrial, Inc. · STAG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
David G King
Officer — EVP and Director-Real Estate
Period of report
Sep 23, 2014
Accepted (ET)
Jan 29, 2015 · 4:07 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001479094
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| LTIP UnitsF1,F2,F3,F4 | — | Sep 23, 2014 | A | 50,855 | A | — | — | Common Stock. par value $0.01 per share | 50,855 | 135,574 | D |
Explanation of responses
- F1These are long-term incentive plan units ("LTIP Units") of STAG Industrial Operating Partnership, L.P. ("Operating Partnership") are fully vested as of date of grant. Over time, the LTIP Units can achieve full parity with the common units of limited partnership of the Operating Partnership ("OP Units") for all purposes. If such parity is reached, the 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 STAG Industrial, Inc. (the "Issuer") 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.
- F2Pursuant to the terms of the Issuer's 2011 Outperformance Program (the "Program"), which was established pursuant to the Issuer's 2011 Equity Incentive Plan, as amended, the LTIP Units referenced in this Form 4 were "earned" upon the achievement of performance hurdles as of September 19, 2014, subject to a determination by the Compensation Committee of the Issuer's Board of Directors (the "Compensation Committee") of the Issuer that such hurdles were met. The determination that these performance hurdles were met was made by the Compensation Committee on September 23, 2014.
- F3Represents the number of LTIP Units earned as of September 23, 2014, based upon certain performance hurdles having been met by the Issuer and the percentage of the reporting person's interest in the outperformance pool established by the Issuer under the Program.
- F4The original Form 4 incorrectly listed the amount of Securities Beneficially Owned Following Reported Transaction (s) as 147,574.