Conversant Capital LLC - 29 Jun 2023 Form 4 Insider Report for INDUS REALTY TRUST, INC.

Reporting relationship: Director, 10%+ Owner
Issuer ticker: N/A
Reported as of: 29 Jun 2023
Net transaction value: $0
SEC form: 4
Accepted by SEC: 30 Jun 2023, 14:32:21 UTC
Prior SEC filing: 12 Oct 2021
Source filing: View source filing
Reporting owner signature: CONVERSANT CAPITAL LLC By: /s/ Michael Simanovsky, Managing Member

Key filing fact

Conversant Capital LLC filed Form 4 for INDUS REALTY TRUST, INC. on 30 Jun 2023.

Key facts

This page summarizes Conversant Capital LLC's Form 4 filing for INDUS REALTY TRUST, INC..
3 reported transactions and 1 derivative row are listed below.
Accepted by SEC: 30 Jun 2023, 14:32.

Change

Previous filing in this sequence was filed on 12 Oct 2021.
Current net transaction value: $0.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

INDT transaction

Common Stock

Disposed to Issuer

Transaction value
Shares: -533,333
Change %: -100%
Price
Shares after: 0
Date: 29 Jun 2023
Ownership: See footnotes
Footnotes: F1, F2, F3

INDT transaction

Common Stock

Disposed to Issuer

Transaction value
Shares: -515,755
Change %: -100%
Price
Shares after: 0
Date: 29 Jun 2023
Ownership: See footnotes
Footnotes: F1, F3, F4

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

INDT transaction Derivative

Warrant

Disposed to Issuer

Transaction value
Shares: -515,747
Change %: -100%
Price
Shares after: 0
Date: 29 Jun 2023
Ownership: See footnotes
Underlying class: Common Stock, $0.01 par value per share
Underlying amount: 515,747
Exercise price: $58.70
Footnotes: F3, F4, F5

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Conversant Capital LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 5 footnotes

Footnote 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.

Footnote F2

These shares of the Issuer's Common Stock are held by CM Change Industrial II LP.

Footnote F3

Conversant GP Holdings LLC ("Conversant GP"), as the general partner of CM Change Industrial LP and CM Change Industrial II LP, Conversant Capital LLC ("Conversant Capital"), as the investment manager of CM Change Industrial LP and CM Change Industrial II LP, and Mr. Simanovsky, as the sole managing member of Conversant GP and Conversant Capital, may be deemed to beneficially own the securities owned directly by CM Change Industrial LP and CM Change Industrial II LP, but each of them disclaims beneficial ownership of such securities except to the extent of such person's pecuniary interest therein.

Footnote F4

These shares of the Issuer's Common Stock are held by CM Change Industrial LP.

Footnote F5

Immediately prior to the Effective Time, the Warrant was cancelled and converted into the right to receive an amount in cash, without interest, equal to the product obtained by multiplying (x) the aggregate number of shares of Common Stock underlying the Warrant immediately prior to the Effective Time by (y) an amount equal to the Merger Consideration less the per share exercise price of the Warrant.