SEC Form 4 · accession 0001179110-19-000591
STAG Industrial, Inc. · STAG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Peter S Fearey
Officer — EVP/Chief Technology Officer
Period of report
Jan 4, 2019
Accepted (ET)
Jan 8, 2019 · 9:31 pm EST
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 StockF2,F8 | Jan 4, 2019 | S | 1,374 | $24.2842 | D | 695 | D | |
| Common StockF3,F4 | Jan 7, 2019 | A | 16,927 | — | A | 17,622 | D | |
| Common Stock | Jan 7, 2019 | F | 4,578 | $24.33 | D | 13,044 | D | |
| Common StockF7 | Jan 7, 2019 | S | 5,221 | $24.5112 | D | 7,823 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| LTIP UnitsF5,F6 | — | Jan 7, 2019 | A | 10,208 | A | — | — | Common Stock, par value $0.01 per share | 10,208 | 32,899 | D |
Explanation of responses
- F1The shares were sold pursuant to an approved Rule 10b5-1 Trading Plan entered into by the reporting person on December 5, 2018 in compliance with the Rule 10b5-1 Guidelines adopted by the Board of Directors of the Issuer (the "Board").
- F2This represents the weighted average sales price. Sales prices range from $24.08 to $24.58. Upon request by the Securities and Exchange Commission (the "SEC"), the Issuer or a stockholder of the Issuer, the reporting person will provide full information regarding the number of shares sold at each separate price.
- F3Represents the number of shares of common stock earned as of December 31, 2018 under the performance unit award made in March 2016.
- F4The shares of common stock were granted to the reporting person by the Board. The shares of common stock were earned by the reporting person based on a performance unit award made in March 2016 pursuant to the Issuer's 2011 Equity Incentive Plan, as amended (the "Equity Incentive Plan"). The reporting person earned 263% of the target number of performance units over a three-year performance period. The Compensation Committee of the Board determined the number of shares of common stock earned on January 7, 2019. 9,799 shares of common stock are fully vested as of the date of issuance, and 7,128 shares of common stock are subject to forfeiture until December 31, 2019. For more information on the terms of the performance unit award, please see the Issuer's definitive proxy statement filed with the SEC.
- F5The LTIP Units were granted to the reporting person on January 7, 2019 pursuant to the Equity Incentive Plan. The LTIP Units vest on a quarterly basis over a four-year period.
- F6Represents LTIP Units granted to the reporting person pursuant to the Equity Incentive Plan. 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-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.
- F7This represents the weighted average sales price. Sales prices range from $24.33 to $24.73. Upon request by the SEC, the Issuer or a stockholder of the Issuer, the reporting person will provide full information regarding the number of shares sold at each separate price.
- F8The amount reflects an increase of approximately 718 shares of common stock from the reporting person's previous ending balance to correct an administrative error.