Michael Gamzon - Jun 29, 2023 Form 4 Insider Report for INDUS REALTY TRUST, INC. (INDT)

Role
President & CEO, Director, 10%+ Owner
Signature
/s/ Michael S. Gamzon
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
May 23, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction INDT Common Stock Disposed to Issuer -21.5K -100% 0 Jun 29, 2023 Direct F1, F2
transaction INDT Common Stock Other -48.4K -100% 0 Jun 29, 2023 Footnote F1, F2, F3

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 Restricted Stock Units Disposed to Issuer -8.1K -100% 0 Jun 29, 2023 Common Stock 8.1K Direct F1, F2
transaction INDT Performance Stock Units Disposed to Issuer -15.3K -100% 0 Jun 29, 2023 Common Stock 15.3K Direct F1, F2
transaction INDT Common Stock Options (right to buy) Disposed to Issuer -18.7K -100% 0 Jun 29, 2023 Common Stock 18.7K $26.31 Direct F1, F2
transaction INDT Common Stock Options (right to buy) Disposed to Issuer -18.7K -100% 0 Jun 29, 2023 Common Stock 18.7K $26.31 Direct F1, F2
transaction INDT Common Stock Options (right to buy) Disposed to Issuer -18.7K -100% 0 Jun 29, 2023 Common Stock 18.7K $26.31 Direct F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Michael Gamzon 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.
F3 Trusts in which Rebecca D. Gamzon, spouse, has shared voting power as trustee.