SEC Form 4 · accession 0001179110-15-005670
STAG Industrial, Inc. · STAG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David G King
Officer — EVP and Director-Real Estate
Period of report
Apr 1, 2015
Accepted (ET)
Apr 1, 2015 · 4:20 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001479094
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Apr 1, 2015 | C | 12,000 | — | A | 12,764 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| LTIP UnitsF2,F1 | — | Apr 1, 2015 | C | 12,000 | D | — | — | Common Stock. par value $0.01 per share | 12,000 | 150,848 | D |
| Partnership UnitsF3,F1 | — | Apr 1, 2015 | C | 12,000 | A | — | — | Common Stock. par value $0.01 per share | 12,000 | 19,568 | D |
| Partnership UnitsF3,F1 | — | Apr 1, 2015 | C | 12,000 | D | — | — | Common Stock. par value $0.01 per share | 12,000 | 7,568 | D |
Explanation of responses
- F1The reporting person converted 12,000 long-term incentive plan units ("LTIP Units") of STAG Industrial Operating Partnership, L. P. (the "Operating Partnership"), of which STAG Industrial, Inc. (the "Issuer") is the sole member of the general partner, into 12,000 common units of limited partnership of the Operating Partnership ("OP Units") and redeemed the OP Units. The LTIP Units are convertible to OP Units as they are non-forfeitable and certain conditions to parity have been satisfied. The OP Units are redeemable for cash equal to the current market value of one share of the Issuer's common stock or, at the Issuer's election, for shares of the Issuer's common stock on a one-for-one basis. The Issuer elected to redeem the reporting person's OP Units with common stock.
- F2Represents LTIP Units granted to the reporting person pursuant to the Issuer's 2011 Equity Incentive Plan, as amended. LTIP Units are subject to forfeiture over a five-year period. Over time, the LTIP Units can achieve full parity with OP Units for all purposes. If such parity is reached, non-forfeitable LTIP Units may be converted into OP Units and then may be redeemed for cash equal to the then-market value of one share of the Issuer's 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.
- F3Represents OP Units in the Operating Partnership. OP Units may be redeemed for cash equal to the then-market value of one share of the Issuer's common stock or, at the Issuer's election, for shares of the Issuer's common stock on a one-for-one basis. OP Units do not have an expiration date.