Jonathan P. May - Jun 29, 2023 Form 4 Insider Report for INDUS REALTY TRUST, INC. (INDT)

Role: Director
Signature: /s/ Jonathan P. May
Stock symbol: INDT
Transactions as of: Jun 29, 2023
Transactions value $: $0
Form type: 4
Date filed: 6/29/2023, 09:32 PM
Previous filing: Apr 20, 2023
Next filing: Nov 13, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	INDT	Common Stock	Disposed to Issuer		-1.38K	-100%		0	Jun 29, 2023	Direct	F1, F2

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

Type	Sym	Class	Transaction	Shares	Change %	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	INDT	Restricted Stock Units	Disposed to Issuer	-1.48K	-100%	Jun 29, 2023	Common Stock	1.48K		Direct	F1, F2
transaction	INDT	Common Stock Options (right to buy)	Disposed to Issuer	-1.45K	-100%	Jun 29, 2023	Common Stock	1.45K	$27.52	Direct	F1, F2
transaction	INDT	Common Stock Options (right to buy)	Disposed to Issuer	-1.3K	-100%	Jun 29, 2023	Common Stock	1.3K	$30.71	Direct	F1, F2
transaction	INDT	Common Stock Options (right to buy)	Disposed to Issuer	-1.56K	-100%	Jun 29, 2023	Common Stock	1.56K	$25.60	Direct	F1, F2
transaction	INDT	Common Stock Options (right to buy)	Disposed to Issuer	-1.34K	-100%	Jun 29, 2023	Common Stock	1.34K	$29.78	Direct	F1, F2
transaction	INDT	Common Stock Options (right to buy)	Disposed to Issuer	-1.06K	-100%	Jun 29, 2023	Common Stock	1.06K	$37.65	Direct	F1, F2
transaction	INDT	Common Stock Options (right to buy)	Disposed to Issuer	-1.1K	-100%	Jun 29, 2023	Common Stock	1.1K	$36.19	Direct	F1, F2
transaction	INDT	Common Stock Options (right to buy)	Disposed to Issuer	-1.07K	-100%	Jun 29, 2023	Common Stock	1.07K	$37.49	Direct	F1, F2

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

Jonathan P. May 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	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.

Content

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.

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.