SEC Form 4 · accession 0001209191-18-063379
Rexford Industrial Realty, Inc. · REXR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael S. Frankel
Officer — Co-CEO, Co-President · Director
Period of report
Dec 14, 2018
Accepted (ET)
Dec 18, 2018 · 9:42 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001571283
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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance UnitsF1,F2 | — | Dec 14, 2018 | A | 131,618 | A | — | — | Common Stock, par value $0.01 | 131,618 | 131,618 | D |
| LTIP UnitsF3,F4 | — | Dec 15, 2018 | A | 47,740 | A | — | — | Common Stock, par value $0.01 | 47,740 | 221,332 | D |
Explanation of responses
- F1Performance Units are a class of limited partnership units in Rexford Industrial Realty, L.P., the operating partnership of the Issuer (the "Operating Partnership"). Initially, the Performance Units do not have full parity with common limited partnership units of the Operating Partnership ("OP Units") with respect to liquidating distributions. However, upon the occurrence of certain events described in the Operating Partnership's partnership agreement, the Performance Units can over time achieve full parity with the OP Units for all purposes. If such parity is reached, vested Performance Units may be converted into an equal number of OP Units on a one for one basis at any time at the request of the Reporting Person or the general partner of the Operating Partnership. OP Units are redeemable by the holder for an equivalent number of shares of the Issuer's common stock or for the cash value of such shares, at the Issuer's election.
- F2Reflects an award of Performance Units that was initially granted on December 15, 2015, pursuant to the Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P 2013 Incentive Award Plan, that was subject to performance-based vesting conditions. On December 14, 2018, the measurement period for the performance award ended and 131,618 Performance Units vested. The number of vested Performance Units reported herein includes 8,114 distribution equivalent units. The vested Performance Units are nonforfeitable as of December 14, 2018.
- F3LTIP Units are a class of limited partnership units in the Operating Partnership. Initially, the LTIP Units do not have full parity with OP Units with respect to liquidating distributions. However, upon the occurrence of certain events described in the Operating Partnership's partnership agreement, the LTIP Units can over time achieve full parity with the OP Units for all purposes. If such parity is reached, vested LTIP Units may be converted into an equal number of OP Units on a one for one basis at any time at the request of the Reporting Person or the general partner of the Operating Partnership. OP Units are redeemable by the holder for an equivalent number of shares of the Issuer's common stock or for the cash value of such shares, at the Issuer's election.
- F4The LTIP Units issued pursuant to the Amended and Restated Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P. 2013 Incentive Award Plan will vest 1/3 in equal installments on December 15 of 2019, 2020 and 2021, subject to earlier vesting upon certain terminations of the Reporting Person's employment or a change of control of the Issuer, in each case as described in the award agreement.