Conversant Capital LLC - Jun 29, 2023 Form 4 Insider Report for INDUS REALTY TRUST, INC. (INDT)

Role: Director, 10%+ Owner
Signature: CONVERSANT CAPITAL LLC By: /s/ Michael Simanovsky, Managing Member
Stock symbol: INDT
Transactions as of: Jun 29, 2023
Transactions value $: $0
Form type: 4
Date filed: 6/30/2023, 02:32 PM
Previous filing: Oct 12, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	INDT	Common Stock	Disposed to Issuer		-533K	-100%		0	Jun 29, 2023	See footnotes	F1, F2, F3
transaction	INDT	Common Stock	Disposed to Issuer		-516K	-100%		0	Jun 29, 2023	See footnotes	F1, F3, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	INDT	Warrant	Disposed to Issuer		-516K	-100%		0	Jun 29, 2023	Common Stock, $0.01 par value per share	516K	$58.70	See footnotes	F3, F4, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Conversant Capital LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	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.
F2	These shares of the Issuer's Common Stock are held by CM Change Industrial II LP.
F3	Conversant GP Holdings LLC ("Conversant GP"), as the general partner of CM Change Industrial LP and CM Change Industrial II LP, Conversant Capital LLC ("Conversant Capital"), as the investment manager of CM Change Industrial LP and CM Change Industrial II LP, and Mr. Simanovsky, as the sole managing member of Conversant GP and Conversant Capital, may be deemed to beneficially own the securities owned directly by CM Change Industrial LP and CM Change Industrial II LP, but each of them disclaims beneficial ownership of such securities except to the extent of such person's pecuniary interest therein.
F4	These shares of the Issuer's Common Stock are held by CM Change Industrial LP.
F5	Immediately prior to the Effective Time, the Warrant was cancelled and converted into the right to receive an amount in cash, without interest, equal to the product obtained by multiplying (x) the aggregate number of shares of Common Stock underlying the Warrant immediately prior to the Effective Time by (y) an amount equal to the Merger Consideration less the per share exercise price of the Warrant.