Jeffrey M. Sullivan - Jan 10, 2022 Form 4 Insider Report for STAG Industrial, Inc. (STAG)

Role: EVP, GC and Secretary
Signature: /s/ Jeffrey M. Sullivan
Stock symbol: STAG
Transactions as of: Jan 10, 2022
Transactions value $: $0
Form type: 4
Date filed: 1/12/2022, 04:04 PM
Next filing: Jan 13, 2023

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	STAG	LTIP Units	Award		+6.24K	+3.73%		173K	Jan 10, 2022	Common Stock, par value $0.01 per share	6.24K		Direct	F1, F2
transaction	STAG	LTIP Units	Award		+37K	+21.33%		210K	Jan 10, 2022	Common Stock, par value $0.01 per share	37K		Direct	F2, F3, F4

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

Explanation of Responses:

Id	Content
F1	The 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, were granted to the reporting person on January 10, 2022 pursuant to the Issuer's 2011 Equity Incentive Plan, as amended (the "Equity Incentive Plan"). The LTIP Units vest on a quarterly basis over a four-year period.
F2	Represents LTIP Units granted to the reporting person pursuant to the Equity Incentive Plan. Over time, the LTIP Units can achieve full parity with common units of limited partnership of the Operating Partnership ("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.
F3	The LTIP Units were granted to the reporting person by the Board of Directors of the Issuer (the "Board"). The LTIP Units were earned by the reporting person based on a performance unit award made in January 2019 pursuant to the Equity Incentive Plan. The reporting person earned 192.8% of the target number of performance units over a three-year performance period. The Compensation Committee of the Board determined the number of LTIP Units earned on January 10, 2022. All of the LTIP Units are fully vested as of the issuance date. For more information on the terms of the performance unit award, please see the Issuer's definitive proxy statement filed with the SEC.
F4	Represents the total number of LTIP Units earned as of December 31, 2021 under the performance unit award made in January 2019 and LTIP Units received in lieu of dividends paid on the earned LTIP Units.