Alan D. Gold - 01 Jan 2022 Form 4 Insider Report for INNOVATIVE INDUSTRIAL PROPERTIES INC (IIPR)

Role: EXECUTIVE CHAIRMAN, Director
Signature: /s/ Brian J. Wolfe, Attorney-in-Fact
Issuer symbol: IIPR
Transactions as of: 01 Jan 2022
Net transactions value: -$519,510
Form type: 4
Filing time: 04 Jan 2022, 13:16:22 UTC
Previous filing: 30 Dec 2021
Next filing: 12 Jan 2022
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	IIPR	Common Stock	Gift		-1,000	-0.47%		213,284	18 Mar 2021	Direct	F1
transaction	IIPR	Common Stock	Tax liability	$519,510	-1,976	-0.93%	$262.91	211,308	01 Jan 2022	Direct	F2, F3
holding	IIPR	Common Stock						56,500	01 Jan 2022	By SLAT	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
holding	IIPR	Restricted Stock Units 2020						15,978	01 Jan 2022	Common Stock	15,978	$0.000000	Direct	F5, F6
holding	IIPR	Restricted Stock Units 2021						12,612	01 Jan 2022	Common Stock	12,612	$0.000000	Direct	F5, F7
holding	IIPR	Performance Share Units 2021						31,857	01 Jan 2022	Common Stock	31,857	$0.000000	Direct	F8

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

Explanation of Responses:

Id	Content
F1	Represents bona fide gift to charity.
F2	Represents payment of tax liability by the forfeiture of shares of common stock to Innovative Industrial Properties, Inc. (the "Company") incident to the vesting of the reporting person's restricted stock.
F3	The reporting person discontinued reporting beneficial ownership of a total of 67,500 shares of common stock of the Company held by two irrevocable trusts of which a family member of the reporting person is a trustee and of which one of the reporting person's adult children is the sole beneficiary.
F4	A Spousal Lifetime Access Trust ("SLAT") for the benefit of the reporting person's spouse and adult children. The reporting person and the reporting person's spouse control the entity that serves as trustee of the SLAT.
F5	Each restricted stock unit ("RSU") represents the contingent right to receive, upon vesting of the RSU, one share of the Company's common stock.
F6	One-third of the RSUs shall be released from the forfeiture restriction on each of January 1, 2021, January 1, 2022 and January 1, 2023, provided that the reporting person continues to be a non-employee director or employee of the Company on such date. The vesting of RSUs is subject to satisfaction of the vesting conditions under the Company's Nonqualified Deferred Compensation Plan (the "NQDC Plan").
F7	One-third of the RSUs shall be released from the forfeiture restriction on each of January 1, 2022, January 1, 2023 and January 1, 2024, provided that the reporting person continues to be a non-employee director or employee of the Company on such date. The vesting of RSUs is subject to satisfaction of the vesting conditions under the Company's NQDC Plan.
F8	Each performance share unit represents the right to receive, following vesting, between 0% and 150% of one share of common stock based upon the achievement of pre-established performance metrics related to relative total stockholder return over performance period beginning January 11, 2021 and ending on December 31, 2023, and certification of such performance by the Compensation Committee following the conclusion of the performance period.