SEC Form 4 · accession 0001179110-18-000758
STAG Industrial, Inc. · STAG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeffrey M Sullivan
Officer — EVP, GC and Secretary
Period of report
Jan 5, 2018
Accepted (ET)
Jan 9, 2018 · 5:55 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 | — | Jan 5, 2018 | A | 11,976 | A | — | — | Common Stock, par value $0.01 per share | 11,976 | 94,037 | D |
| LTIP UnitsF3,F4,F2 | — | Jan 5, 2018 | A | 24,589 | A | — | — | Common Stock, par value $0.01 per share | 24,589 | 118,626 | D |
Explanation of responses
- F1The long-term incentive plan units ("LTIP Units") of STAG Industrial Operating Partnership, L.P., a Delaware limited partnership ("Operating Partnership"), of which STAG Industrial, Inc., a Maryland corporation (the "Issuer"), is the sole member of the general partner, were granted to the reporting person on January 5, 2018 pursuant to the Issuer's 2011 Equity Incentive Plan, as amended. The LTIP Units are subject to forfeiture over a four-year period.
- F2Represents LTIP Units granted to the reporting person pursuant to the Issuer's 2011 Equity Incentive Plan, as amended. Over time, the LTIP Units can achieve full parity with common units of limited partnership of the Operating Partnership ("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-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. LTIP Units do not have an expiration date.
- F3Pursuant to the terms of the Issuer's 2015 Outperformance Program (the "Program"), which was established pursuant to the Issuer's 2011 Equity Incentive Plan, as amended, the LTIP Units were "earned" upon the achievement of performance hurdles as of December 31, 2017, subject to a determination by the Compensation Committee of the Issuer's Board of Directors (the "Compensation Committee") that such hurdles were met. The determination that these performance hurdles were met was made by the Compensation Committee on January 5, 2018. The LTIP Units are fully vested as of the date of grant.
- F4Represents the number of LTIP Units earned as of December 31, 2017 under the Program, 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.