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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Operating Partnership Units (4) | (5) | 10/29/2013 | D(6) | 337,166 | 09/24/2014 | (7) | Common Stock, par value $0.01 | 337,166 | (8) | 303,732 | D | ||||
| Operating Partnership Units (4) | (5) | 10/29/2013 | D(15) | 25,717 | 09/24/2014 | (7) | Common Stock, par value $0.01 | 25,717 | (8) | 278,015 | I | See Footnote (16) | |||
| Operating Partnership Units (4) | (5) | 10/29/2013 | J(11) | 44,820 | 09/24/2014 | (7) | Common Stock, par value $0.01 | 44,820 | (8) | 322,835 | I | See Footnote (12) | |||
| Operating Partnership Units (4) | (5) | 10/29/2013 | J(13) | 60 | 09/24/2014 | (7) | Common Stock, par value $0.01 | 60 | (8) | 322,895 | I | See Footnote (14) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| ZIMAN RICHARD S 11620 WILSHIRE BOULEVARD, SUITE 1000 LOS ANGELES, CA 90025 |
X | |||
| /s/ Marie Ly, as attorney-in-fact | 10/30/2013 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Represents shares of restricted common stock of Rexford Industrial Realty, Inc. (the "Issuer") canceled pursuant to the accommodation between the Issuer and certain pre-initial public offering investors, as more fully described in the 8-K filed by the Issuer on October 30, 2013 (the "Accommodation"). The shares of restricted common stock were initially granted pursuant to the Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P. 2013 Equity Incentive Award Plan, dated July 24, 2013 by and between the Issuer, Rexford Industrial Realty, L.P. (the "Operating Partnership") and the Reporting Person. The shares of restricted common stock are being canceled pursuant to a Restricted Stock Cancellation Agreement entered into by and among the Reporting Person and the Issuer. |
| (2) | Represents shares of common stock of the Issuer acquired pursuant to the Accommodation due to the Reporting Person's equity investment in the Issuer's predecessor business. |
| (3) | For purposes of the Accommodation, shares of the common stock of the Issuer were valued at $14.00, which was the initial public offering price per share of the Issuer's common stock. |
| (4) | Represents common units of limited partnership interests ("OP Units") in the Operating Partnership. The Issuer is the general partner of the Operating Partnership. OP Units are redeemable beginning September 24, 2014 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. |
| (5) | The OP Units are exchangeable for common stock of the Issuer on a one-for-one basis. |
| (6) | Represents OP Units returned to the Issuer pursuant to the Accommodation. |
| (7) | N/A |
| (8) | For purposes of the Accommodation, OP Units were valued at $14.00, which was the initial public offering price per share of the Issuer's common stock. |
| (9) | Represents shares of common stock of the Issuer acquired pursuant to the Accommodation due to the equity investment in the Issuer's predecessor business by affiliates of the Reporting Person. |
| (10) | Represents shares of common stock acquired pursuant to the Accommodation by affiliates of the Reporting Person. The Reporting Person disclaims beneficial ownership of such common stock, except to the extent of his pecuniary interest therein. |
| (11) | Represents OP Units acquired pursuant to the Accommodation due to the equity investment in the Issuer's predecessor business by RSZ Trust, for which the Reporting Person is the trustee. |
| (12) | Represents OP Units acquired pursuant to the Accommodation by the RSZ Trust, for which the Reporting Person is the trustee. The Reporting Person disclaims beneficial ownership of such OP Units, except to the extent of his pecuniary interest therein. |
| (13) | Represents OP Units acquired pursuant to the Accommodation due to the equity investment in the Issuer's predecessor business by affiliates of the Reporting Person. |
| (14) | Represents OP Units acquired pursuant to the Accommodation by affiliates of the Reporting Person. The Reporting Person disclaims beneficial ownership of such OP Units, except to the extent of his pecuniary interest therein. |
| (15) | Represents OP Units returned to the Issuer pursuant to the Accommodation by RSZ Trust, for which the Reporting Person is the trustee. |
| (16) | Represents OP Units returned to the Issuer pursuant to the Accommodation by RSZ Trust, for which the Reporting Person is the trustee. The Reporting Person disclaims beneficial ownership of such OP Units, except to the extent of his pecuniary interest therein. |