Howard Schwimmer - Apr 21, 2023 Form 4 Insider Report for Rexford Industrial Realty, Inc. (REXR)

Role
Co-CEO, Co-President, Director
Signature
/s/ Howard Schwimmer
Stock symbol
REXR
Transactions as of
Apr 21, 2023
Transactions value $
$0
Form type
4
Date filed
4/25/2023, 09:29 PM
Previous filing
Feb 8, 2023
Next filing
May 2, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction REXR Common Stock, par value $0.01 Conversion of derivative security $0 +35.5K +69.81% $0.00 86.4K Apr 21, 2023 Direct F1
holding REXR Common Stock, par value $0.01 13.6K Apr 21, 2023 See Footnote F2

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 REXR Performance Units Options Exercise $0 -35.5K -7.51% $0.00 437K Apr 21, 2023 Common Stock, par value $0.01 35.5K Direct F3, F4, F5
transaction REXR Operating Partnership Units Options Exercise $0 +35.5K +31.46% $0.00 148K Apr 21, 2023 Common Stock, par value $0.01 35.5K Direct F5, F6
transaction REXR Operating Partnership Units Conversion of derivative security $0 -35.5K -23.93% $0.00 113K Apr 21, 2023 Common Stock, par value $0.01 35.5K Direct F1, F6, F7
holding REXR Operating Partnership Units 7.28K Apr 21, 2023 Common Stock, par value $0.01 7.28K See Footnote F6, F8
holding REXR Operating Partnership Units 42K Apr 21, 2023 Common Stock, par value $0.01 42K See Footnote F6, F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents common units of limited partnership interest ("OP Units") of Rexford Industrial Realty, L.P. (the "Operating Partnership") tendered by the Reporting Person for redemption and exchange into common stock of the Issuer in accordance with the terms of the Limited Partnership Agreement of the Operating Partnership.
F2 Represents shares of common stock held by the Schwimmer Family Irrevocable Trust (the "Family Trust"), for which the Reporting Person is a trustee. The Reporting Person disclaims beneficial ownership of such common stock, except to the extent of his pecuniary interest therein.
F3 Represents Performance Units, a class of limited partnership units in the Operating Partnership. The Performance Units were initially granted on December 29, 2016, pursuant to the Second Amended and Restated Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P. 2013 Incentive Award Plan, and vested on December 28, 2019, based on meeting certain performance-based hurdles. Initially, the Performance Units do not have full parity with OP Units with respect to liquidating distributions. However, upon the occurrence of certain events described in the Operating Partnership's partnership agreement, the Performance Units can over time achieve full parity with the OP Units for all purposes. If such parity is reached, vested Performance Units may be converted into an equal number of OP Units on a one for one basis at any time at the request of the Reporting Person or the general partner of the Operating Partnership.
F4 (Continued from Footnote 3) The 35,505 Performance Units referred to herein have vested and reached such parity.
F5 Reflects the conversion of 35,505 vested Performance Units into 35,505 OP Units in accordance with the Operating Partnership's partnership agreement.
F6 Represents OP Units in the Operating Partnership. The Issuer is the general partner of the Operating Partnership. OP Units are redeemable for cash equal to the then-current market value of one share of common stock, or at the election of the Issuer, for shares of the Issuer's common stock on a one-for-one basis.
F7 The Reporting Person also owns the following derivative securities: 510,171 LTIP Units, a class of limited partnership units in the Operating Partnership and
F8 Represents OP Units held by the Schwimmer Living Trust dated December 14, 2001, for which the Reporting Person is a trustee. The Reporting Person disclaims beneficial ownership of such OP Units, except to the extent of his pecuniary interest therein.
F9 Represents OP Units held by the Family Trust, for which the Reporting Person is a trustee. The Reporting Person disclaims beneficial ownership of such OP Units, except to the extent of his pecuniary interest therein.