Aaron Scott Halfacre - Jan 2, 2024 Form 4 Insider Report for Modiv Industrial, Inc. (MDV)

Role: CEO and President, Director
Signature: /s/ John Raney, by Power of Attorney for Aaron Scott Halfacre
Stock symbol: MDV
Transactions as of: Jan 2, 2024
Transactions value $: $0
Form type: 4
Date filed: 1/4/2024, 08:32 PM
Previous filing: Dec 27, 2023
Next filing: Jan 29, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	MDV	COMMON STOCK, CLASS C	Conversion of derivative security		+41.8K	+128.65%		74.3K	Jan 2, 2024	Direct	F1

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

Type	Sym	Class	Transaction	Shares	Change %	Shares After	Date	Underlying Class	Amount	Ownership	Footnotes
transaction	MDV	Class M OP Units	Options Exercise	-25.1K	-100%	0	Jan 2, 2024	Class C Common Stock, par value $0.001 per share	41.8K	Direct	F2
transaction	MDV	Class C OP Units	Options Exercise	+41.8K		41.8K	Jan 2, 2024	Class C Common Stock, par value $0.001 per share	41.8K	Direct	F2
transaction	MDV	Class C OP Units	Conversion of derivative security	-41.8K	-100%	0	Jan 2, 2024	Class C Common Stock, par value $0.001 per share	41.8K	Direct	F1

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

Explanation of Responses:

Id	Content
F1	Pursuant to the third amended and restated limited partnership agreement, as amended, of Modiv Operating Partnership, LP (the "Partnership"), of which Modiv Industrial, Inc. (the "Issuer") is the general partner, holders of Class C Units of the Partnership ("Class C Units") outstanding for one year (including any holding period for Class M Units of the Partnership ("Class M Units")) can require the Partnership to redeem such Class C Units for cash equal to the daily market value of one share of the Issuer's Class C common stock for the prior ten trading days or, at the Issuer's election, for shares of the Issuer's Class C common stock on a one-for-one basis. There is no expiration date in connection with the Class C Units issued to the reporting person. On January 2, 2024, the reporting person requested the Partnership to redeem his 41,828.3333 Class C Units, and the Issuer elected to redeem such Class C Units with shares of the Issuer's Class C common stock.
F2	Class M Units that are outstanding after December 30, 2023 may be converted by the holder into Class C Units on a 1:1.6667 basis. There is no expiration date in connection with the Class M Units issued to the reporting person; however, the Class M Units are automatically and mandatorily converted into Class C Units on March 31, 2024. On January 2, 2024, the reporting person converted a total of 25,097 Class M Units into 41,828.3333 Class C Units.

Content

Pursuant to the third amended and restated limited partnership agreement, as amended, of Modiv Operating Partnership, LP (the "Partnership"), of which Modiv Industrial, Inc. (the "Issuer") is the general partner, holders of Class C Units of the Partnership ("Class C Units") outstanding for one year (including any holding period for Class M Units of the Partnership ("Class M Units")) can require the Partnership to redeem such Class C Units for cash equal to the daily market value of one share of the Issuer's Class C common stock for the prior ten trading days or, at the Issuer's election, for shares of the Issuer's Class C common stock on a one-for-one basis. There is no expiration date in connection with the Class C Units issued to the reporting person. On January 2, 2024, the reporting person requested the Partnership to redeem his 41,828.3333 Class C Units, and the Issuer elected to redeem such Class C Units with shares of the Issuer's Class C common stock.

Class M Units that are outstanding after December 30, 2023 may be converted by the holder into Class C Units on a 1:1.6667 basis. There is no expiration date in connection with the Class M Units issued to the reporting person; however, the Class M Units are automatically and mandatorily converted into Class C Units on March 31, 2024. On January 2, 2024, the reporting person converted a total of 25,097 Class M Units into 41,828.3333 Class C Units.