X0306 4 2015-11-04 0001464720 Industrial Income Trust Inc. NONE 0001046625 ZUCKER EVAN 518 SEVENTEENTH STREET, 17TH FLOOR DENVER CO 80202 1 1 0 0 Chairman of the Board Common Stock 2015-11-04 4 J 0 294110 A 294310 I By Industrial Income Advisors Group LLC Common Stock 2015-11-04 4 D 0 20000 10.30 D 0 I By Industrial Income Advisors LLC Common Stock 2015-11-04 4 D 0 294310 10.30 D 0 I By Industrial Income Advisors Group LLC Special Units 2015-11-04 4 J 0 100 D Common Units 294110 0 I By Industrial Income Advisors Group LLC Common Units 2015-11-04 4 J 0 294110 A Common Stock 294110 294110 I By Industrial Income Advisors Group LLC Common Units 2015-11-04 4 J 0 294110 D Common Stock 294110 0 I By Industrial Income Advisors Group LLC Represents shares of common stock received by Industrial Income Advisors Group LLC (the "Sponsor") from the transfer of the Sponsor's "Common Units," which represent a class of limited partnership units of Industrial Income Operating Partnership LP (the "OP") that entitles the holder to receive distributions from the OP under certain circumstances, to Industrial Income Trust Inc. ("IIT") in exchange for an equal number of shares of common stock of IIT pursuant to the Sponsor Redemption and Exchange Agreement, dated as of November 4, 2015, by and among the Sponsor, the OP and IIT (the "Redemption and Exchange Agreement"). May be attributed to the Reporting Person based upon the fact that the Reporting Person is one of several individuals and/or their affiliates that directly or indirectly controls Industrial Income Advisors LLC (the "Advisor") and the Sponsor. The Reporting Person disclaims beneficial ownership of the shares of Common Stock held by the Advisor and the Sponsor, except to the extent of his pecuniary interest therein. Disposed of pursuant to the merger of Industrial Income Trust Inc. with and into Western Logistics II LLC (the "Merger") in exchange for the right to receive $10.30 in cash per share. "Special Units" represent a class of limited partnership units of the OP, separate from the Common Units, that entitles the holder to receive distributions from the OP under certain circumstances. Pursuant to the terms of the OP's Amended and Restated Limited Partnership Agreement, dated as of February 9, 2010, as amended (the "Partnership Agreement") and the Redemption and Exchange Agreement, the Sponsor's 100 Special Units were exchanged for 294,110 Common Units, based on a formula described in the Partnership Agreement, prior to the effective time of the Merger. There is no exercise or expiration date for the conversion right of the Special Units or Common Units. Common Units received by Sponsor in accordance with the Partnership Agreement and the Redemption and Exchange Agreement were transferred to IIT in exchange for an equal number of shares of common stock of IIT, pursuant to the Redemption and Exchange Agreement. /s/ Thomas G. McGonagle, as attorney-in-fact 2015-11-04