0000895345-23-000400.txt : 20230630 0000895345-23-000400.hdr.sgml : 20230630 20230630143221 ACCESSION NUMBER: 0000895345-23-000400 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230629 FILED AS OF DATE: 20230630 DATE AS OF CHANGE: 20230630 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Simanovsky Michael CENTRAL INDEX KEY: 0001596522 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12879 FILM NUMBER: 231061123 MAIL ADDRESS: STREET 1: 90 PARK AVENUE STREET 2: 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10016 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Conversant GP Holdings LLC CENTRAL INDEX KEY: 0001850910 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12879 FILM NUMBER: 231061124 BUSINESS ADDRESS: STREET 1: 90 PARK AVENUE 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 9175153729 MAIL ADDRESS: STREET 1: 90 PARK AVENUE 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10016 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Conversant Capital LLC CENTRAL INDEX KEY: 0001850901 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12879 FILM NUMBER: 231061125 BUSINESS ADDRESS: STREET 1: 25 DEFOREST AVENUE, 3RD FLOOR CITY: SUMMIT STATE: NJ ZIP: 07901 BUSINESS PHONE: 9175153729 MAIL ADDRESS: STREET 1: 25 DEFOREST AVENUE, 3RD FLOOR CITY: SUMMIT STATE: NJ ZIP: 07901 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: INDUS REALTY TRUST, INC. CENTRAL INDEX KEY: 0001037390 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 060868486 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 641 LEXINGTON AVENUE STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122187910 MAIL ADDRESS: STREET 1: 641 LEXINGTON AVENUE STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: GRIFFIN INDUSTRIAL REALTY, INC. DATE OF NAME CHANGE: 20150515 FORMER COMPANY: FORMER CONFORMED NAME: GRIFFIN LAND & NURSERIES INC DATE OF NAME CHANGE: 19970408 4 1 form4.xml X0407 4 2023-06-29 true 0001037390 INDUS REALTY TRUST, INC. INDT 0001850901 Conversant Capital LLC 25 DEFOREST AVENUE 3RD FLOOR SUMMIT NJ 07901 true true 0001850910 Conversant GP Holdings LLC 25 DEFOREST AVENUE 3RD FLOOR SUMMIT NJ 07901 true true 0001596522 Simanovsky Michael 25 DEFOREST AVENUE 3RD FLOOR SUMMIT NJ 07901 true true false Common Stock 2023-06-29 4 D 0 533333 D 0 I See footnotes Common Stock 2023-06-29 4 D 0 515755 D 0 I See footnotes Warrant 58.7 2023-06-29 4 D 0 515747 D 2020-08-24 2023-08-24 Common Stock, $0.01 par value per share 515747 0 I See footnotes 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. These shares of the Issuer's Common Stock are held by CM Change Industrial II LP. 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. These shares of the Issuer's Common Stock are held by CM Change Industrial LP. 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. CONVERSANT CAPITAL LLC By: /s/ Michael Simanovsky, Managing Member 2023-06-30 CONVERSANT GP HOLDINGS LLC By: /s/ Michael Simanovsky, Managing Member 2023-06-30 /s/ Michael Simanovsky 2023-06-30