SEC Form 4 · accession 0001179110-19-000594
STAG Industrial, Inc. · STAG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Benjamin S Butcher
Officer — Chairman, CEO and President · Director
Period of report
Jan 4, 2019
Accepted (ET)
Jan 8, 2019 · 9:32 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 StockF1 | Jan 4, 2019 | C | 90,000 | — | A | 162,088 | D | |
| Common StockF3 | Jan 4, 2019 | S | 90,000 | $24.2842 | D | 72,088 | 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,F1 | — | Jan 4, 2019 | C | 90,000 | D | — | — | Common Stock, par value $0.01 per share | 90,000 | 606,548 | D |
| Partnership UnitsF6,F1 | — | Jan 4, 2019 | C | 90,000 | A | — | — | Common Stock, par value $0.01 per share | 90,000 | 105,935 | D |
| Partnership UnitsF6,F1 | — | Jan 4, 2019 | C | 90,000 | D | — | — | Common Stock, par value $0.01 per share | 90,000 | 15,935 | D |
| LTIP UnitsF7,F5 | — | Jan 7, 2019 | A | 38,706 | A | — | — | Common Stock, par value $0.01 per share | 38,706 | 645,254 | D |
| LTIP UnitsF4,F8,F5 | — | Jan 7, 2019 | A | 92,689 | A | — | — | Common Stock, par value $0.01 per share | 92,689 | 737,943 | D |
Explanation of responses
- F1The reporting person converted 90,000 long-term incentive plan units ("LTIP Units") of STAG Industrial Operating Partnership, L.P., a Delaware limited partnership (the "Operating Partnership"), of which STAG Industrial, Inc., a Maryland corporation (the "Issuer"), is the sole member of the general partner, into 90,000 common units of limited partnership of the Operating Partnership ("OP Units") and redeemed 90,000 OP Units. The LTIP Units are convertible into OP Units as they are non-forfeitable and certain conditions to parity have been satisfied. The OP Units held by the reporting person 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.
- F2The LTIP Units were converted, the OP Units were redeemed and the 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").
- F3This 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.
- F4The LTIP Units were granted to the reporting person by the Board. The LTIP Units 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 LTIP Units earned on January 7, 2019. 53,657 LTIP Units are fully vested as of the issuance date, and 39,032 LTIP Units 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.
- F5Represents 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.
- F6Represents OP Units in the Operating Partnership. OP Units 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. The OP Units are vested as of the date of issuance and have no expiration date.
- F7The 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.
- F8Represents the number of LTIP Units earned as of December 31, 2018 under the performance unit award made in March 2016.