Filing Details
- Accession Number:
- 0001179110-18-000757
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2018-01-09 17:53:37
- Reporting Period:
- 2018-01-05
- Accepted Time:
- 2018-01-09 17:53:37
- SEC Url:
- Form 4 Filing
Issuer
| Cik | Name | Symbol | Sector (SIC) | IRS No |
|---|---|---|---|---|
| 1479094 | Stag Industrial Inc. | STAG | Real Estate Investment Trusts (6798) | 273099608 |
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 1517398 | G David King | C/O Stag Industrial, Inc. One Federal Street, 23Rd Floor Boston MA 02110 | Evp And Director-Real Estate | No | Yes | No | No |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock | Acquisiton | 2018-01-05 | 35,000 | $0.00 | 35,364 | No | 4 | C | Direct | |
| Common Stock | Disposition | 2018-01-05 | 35,000 | $26.41 | 364 | No | 4 | S | Direct |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | C | Direct | |
| No | 4 | S | Direct |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Common Stock, Par Value $0.01 Per Share | LTIP Units | Acquisiton | 2018-01-05 | 11,976 | $0.00 | 11,976 | $0.00 |
| Common Stock, Par Value $0.01 Per Share | LTIP Units | Acquisiton | 2018-01-05 | 23,295 | $0.00 | 23,295 | $0.00 |
| Common Stock, Par Value $0.01 Per Share | LTIP Units | Disposition | 2018-01-05 | 35,000 | $0.00 | 35,000 | $0.00 |
| Common Stock, Par Value $0.01 Per Share | Partnership Units | Acquisiton | 2018-01-05 | 35,000 | $0.00 | 35,000 | $0.00 |
| Common Stock, Par Value $0.01 Per Share | Partnership Units | Disposition | 2018-01-05 | 35,000 | $0.00 | 35,000 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 193,016 | No | 4 | A | Direct | ||
| 216,311 | No | 4 | A | Direct | ||
| 181,311 | No | 4 | C | Direct | ||
| 35,000 | No | 4 | C | Direct | ||
| 0 | No | 4 | C | Direct |
Footnotes
- The reporting person converted 35,000 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 35,000 common units of limited partnership of the Operating Partnership ("OP Units") and redeemed the 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 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.
- The 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 6, 2017 in compliance with the Rule 10b5-1 Guidelines adopted by the Board of Directors of the Issuer.
- This represents the weighted average sales price. Sales prices range from $26.36 to $26.4775. Upon request by the Securities and Exchange Commission, 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.
- The LTIP Units were granted to the reporting person on January 5, 2018 pursuant to the Issuer's 2011 Equity Incentive Plan, as amended. The LTIP Units are subject to forfeiture over a four-year period.
- Pursuant to the terms of the Issuer's 2015 Outperformance Program (the "Program"), which was established pursuant to the Issuer's 2011 Equity Incentive Plan, as amended, the LTIP Units were "earned" upon the achievement of performance hurdles as of December 31, 2017, subject to a determination by the Compensation Committee of the Issuer's Board of Directors (the "Compensation Committee") that such hurdles were met. The determination that these performance hurdles were met was made by the Compensation Committee on January 5, 2018. The LTIP Units are fully vested as of the date of grant.
- Represents LTIP Units granted to the reporting person pursuant to the Issuer's 2011 Equity Incentive Plan, as amended. 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.
- Represents the number of LTIP Units earned as of December 31, 2017 under the Program, based upon certain performance hurdles having been met by the Issuer and the percentage of the reporting person's interest in the outperformance pool established by the Issuer under the Program.
- Represents 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.
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