SEC Info - Danziger Frederick M - ‘4’ for 6/29/23 re: Indus Realty Trust, Inc.

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:

3235-0287

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

DANZIGER FREDERICK M

2. Issuer Name and Ticker or Trading Symbol
INDUS REALTY TRUST, INC. [INDT]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director

__X__ 10% Owner

_____ Officer (give title below)

_____ Other (specify below)

(Last)

(First)

(Middle)

641 LEXINGTON AVE, 29TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
6/29/23

(Street)

NEW YORK, NY 10022

4. If Amendment, Date Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Rule 10b5-1(c) Transaction Indication
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security
(Instr. 3)

2. Transaction Date (Month/Day/Year)

2A. Deemed Execution Date, if any (Month/Day/Year)

3. Transaction Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)

5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)

6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)

7. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

Amount

(A) or (D)

Price

Common Stock

6/29/23

66,483

⁽¹⁾ ⁽²⁾

Common Stock

6/29/23

48,699

⁽¹⁾ ⁽²⁾

By spouse

Common Stock

6/29/23

99,778

⁽¹⁾ ⁽²⁾

Footnote ⁽³⁾

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)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Units

⁽¹⁾ ⁽²⁾

6/29/23

1,483

⁽¹⁾ ⁽²⁾

Common Stock

1,483

⁽¹⁾ ⁽²⁾

Common Stock Options (right to buy)

$37.49

6/29/23

1,067

⁽¹⁾ ⁽²⁾

Common Stock

1,067

⁽¹⁾ ⁽²⁾

Reporting Owners

Reporting Owner Name / Address

Relationships

Director

10% Owner

Officer

Other

DANZIGER FREDERICK M
641 LEXINGTON AVE
29TH FLOOR
NEW YORK, NY 10022

Signatures

/s/ Frederick M. Danziger

6/29/23

^**Signature of Reporting Person

Date

Explanation of Responses:

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)

Pursuant to the Agreement and Plan of Merger, dated February 22, 2023, by and among the Issuer, IR Parent, LLC ("Parent") and IR Merger Sub II, Inc., the Issuer became a subsidiary of Parent upon consummation of the merger (the "Effective Time"). At the Effective Time, each of the outstanding shares of common stock was cancelled and converted into the right to receive $67 in cash (the "Merger Consideration"), without interest.

(2)

In addition, immediately prior to the Effective Time, each of the (a) outstanding unexercised stock options was cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the number of shares of common stock underlying such stock option immediately prior to the Effective Time and (ii) the Merger Consideration less the per share exercise price of such stock option, (b) outstanding restricted stock units ("RSUs") was cancelled and converted into the right to receive an amount in cash equal to the product of (i) the number of shares of common stock underlying such RSU immediately prior to the Effective Time and (ii) the Merger Consideration, and (c) outstanding performance-based RSUs ("PSUs") was cancelled and converted into the right to receive an amount in cash equal to the product of (i) the number of shares of common stock underlying such PSU and (ii) the Merger Consideration.

(3)

Trusts in which Frederick M. Danziger or Lucy C. Danziger, spouse, have shared voting power as trustee.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

____________ Transaction Codes:
D	Disposition to the Issuer of Issuer equity securities pursuant to Rule 16b-3(e).
J	Other acquisition or disposition.

Danziger Frederick M – ‘4’ for 6/29/23 re: Indus Realty Trust, Inc.

On: Thursday, 6/29/23, at 9:35pm ET · For: 6/29/23 · As: Director and 10% Owner · Accession #: 1104659-23-76551 · File #: 1-12879

Previous ‘4’: ‘4’ on 5/23/23 for 5/19/23 · Latest ‘4’: This Filing

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34

Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Reporting Owners

Signatures

Explanation of Responses:

Danziger Frederick M – ‘4’ for 6/29/23 re: Indus Realty Trust, Inc.

On: Thursday, 6/29/23, at 9:35pm ET · For: 6/29/23 · As: Director and 10% Owner · Accession #: 1104659-23-76551 · File #: 1-12879

Previous ‘4’: ‘4’ on 5/23/23 for 5/19/23 · Latest ‘4’: This Filing

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Reporting Owners

Signatures

Explanation of Responses:

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34

Filing Table of Contents