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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| LTIP Units (2) | (2) | 02/06/2024 | M(3) | 4,602 | (4) | (4) | Common Stock, par value $0.01 | 4,602 | $ 0 | 33,908 | D | ||||
| Operating Partnership Units (5) | (5) | 02/06/2024 | M(3) | 4,602 | (4) | (4) | Common Stock, par value $0.01 | 4,602 | $ 0 | 4,602 | D | ||||
| Performance Units (6) | (6) | 02/06/2024 | M(7) | 13,511 | (4) | (4) | Common Stock, par value $0.01 | 13,511 | $ 0 | 34,188 | D | ||||
| Operating Partnership Units (5) | (5) | 02/06/2024 | M(7) | 13,511 | (4) | (4) | Common Stock, par value $0.01 | 13,511 | $ 0 | 18,113 | D | ||||
| Operating Partnership Units (5) | (5) | 02/06/2024 | C(1) | 18,113 | (4) | (4) | Common Stock, par value $0.01 | 18,113 | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Lanzer David E. 11620 WILSHIRE BLVD., SUITE 1000 LOS ANGELES, CA 90025 |
General Counsel & Secretary | |||
| /s/ David E. Lanzer | 02/08/2024 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Represents common units of limited partnership interest ("OP Units") of Rexford Industrial Realty, L.P. (the "Operating Partnership") tendered by the Reporting Person for redemption and exchange into common stock of the Issuer in accordance with the Operating Partnership's partnership agreement. |
| (2) | Represents LTIP Units, a class of limited partnership units in the Operating Partnership, issued as long term incentive compensation subject to time-based vesting pursuant to the Second Amended and Restated Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P. 2013 Incentive Award Plan. 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. The 4,602 LTIP Units referred to herein have vested and reached such parity. |
| (3) | Reflects the conversion of 4,602 vested LTIP Units into 4,602 OP Units. |
| (4) | n/a |
| (5) | Represents OP Units in the Operating Partnership. The Issuer is the general partner of the Operating Partnership. OP Units are redeemable for cash equal to the then-current market value of one share of common stock, or at the election of the Issuer, for shares of the Issuer's common stock on a one-for-one basis. |
| (6) | Performance Units are a class of limited partnership units in Operating Partnership. Initially, the Performance 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 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. The 13,511 Performance Units referred to herein have vested and reached such parity. |
| (7) | Reflects the conversion of 13,511 vested Performance Units into 13,511 OP Units. |