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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 | ||||||||
| Operating Partnership Units (4) | (5) | 07/24/2024 | C(1) | 30,358 | (6) | (6) | Common Stock, par value $0.01 | 30,358 | $ 0 | 76,383 (7) | D | ||||
| Operating Partnership Units (4) | (5) | (6) | (6) | Common Stock, par value $0.01 | 49,277 | 49,277 | I | See Footnote (8) | |||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Schwimmer Howard 11620 WILSHIRE BOULEVARD, SUITE 1000 LOS ANGELES, CA 90025 |
X | Co-CEO, Co-President | ||
| /s/ Cher Riban, as attorney-in-fact | 07/26/2024 | |
| **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 terms of the Limited Partnership Agreement of the Operating Partnership. |
| (2) | This transaction was executed in multiple trades at prices ranging from $48.6901 to $49.005. The price reported above reflects the weighted average sale price. Full information regarding the number of shares sold at each price shall be provided upon request to the Staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer. |
| (3) | Represents shares of common stock held by the Schwimmer Family Irrevocable Trust, for which the Reporting Person is a trustee. The Reporting Person disclaims beneficial ownership of such common stock, except to the extent of his pecuniary interest therein. |
| (4) | 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. |
| (5) | The OP Units are exchangeable for common stock of the Issuer on a one-for-one basis. |
| (6) | n/a |
| (7) | The Reporting Person also owns 593,508 LTIP Units and 528,547 Performance Units, both of which are a class of limited partnership units in the Operating Partnership. |
| (8) | Represents 7,275 OP Units held by the Schwimmer Living Trust dated December 14, 2001, for which the Reporting Person is a trustee, and 42,002 OP Units held by the Schwimmer Family Irrevocable Trust, for which the Reporting Person is a trustee. The Reporting Person disclaims beneficial ownership of such OP Units, except to the extent of his pecuniary interest therein. |