0001179110-18-000760.txt : 20180109
0001179110-18-000760.hdr.sgml : 20180109
20180109175735
ACCESSION NUMBER: 0001179110-18-000760
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180105
FILED AS OF DATE: 20180109
DATE AS OF CHANGE: 20180109
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Mecke Stephen C
CENTRAL INDEX KEY: 0001517397
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34907
FILM NUMBER: 18519932
MAIL ADDRESS:
STREET 1: ONE FEDERAL STREET
STREET 2: 23RD FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02110
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: STAG Industrial, Inc.
CENTRAL INDEX KEY: 0001479094
STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798]
IRS NUMBER: 273099608
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: ONE FEDERAL STREET
STREET 2: 23RD FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02110
BUSINESS PHONE: (617)574-4777
MAIL ADDRESS:
STREET 1: ONE FEDERAL STREET
STREET 2: 23RD FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02110
FORMER COMPANY:
FORMER CONFORMED NAME: STAG Industrial REIT, Inc.
DATE OF NAME CHANGE: 20091218
4
1
edgar.xml
FORM 4 -
X0306
4
2018-01-05
0
0001479094
STAG Industrial, Inc.
STAG
0001517397
Mecke Stephen C
C/O STAG INDUSTRIAL, INC.
ONE FEDERAL STREET, 23RD FLOOR
BOSTON
MA
02110
0
1
0
0
COO and EVP
Common Stock
2018-01-05
4
C
0
24000
A
32000
D
Common Stock
2018-01-05
4
S
0
30000
26.41
D
2000
D
LTIP Units
2018-01-05
4
A
0
18338
A
Common Stock, par value $0.01 per share
18338
272348
D
LTIP Units
2018-01-05
4
A
0
26401
A
Common Stock, par value $0.01 per share
26401
298749
D
LTIP Units
2018-01-05
4
C
0
24000
D
Common Stock, par value $0.01 per share
24000
274749
D
Partnership Units
2018-01-05
4
C
0
24000
A
Common Stock, par value $0.01 per share
24000
35248
D
Partnership Units
2018-01-05
4
C
0
24000
D
Common Stock, par value $0.01 per share
24000
11248
D
The reporting person converted 24,000 long-term incentive plan units ("LTIP Units") of STAG Industrial Operating Partnership, L.P., a Delaware limited partnership (the "Operating Partnership"), of which STAG Industrial, Inc., a Maryland corporation (the "Issuer"), is the sole member of the general partner, into 24,000 common units of limited partnership of the Operating Partnership ("OP Units") and redeemed the OP Units. The LTIP Units are convertible into OP Units as they are non-forfeitable and certain conditions to parity have been satisfied. The OP Units are redeemable for cash equal to the current market value of one share of the Issuer's common stock or, at the Issuer's election, for shares of the Issuer's common stock on a one-for-one basis. The Issuer elected to redeem the reporting person's OP Units with common stock.
The LTIP Units were converted, the OP Units were redeemed and the shares were sold pursuant to an approved Rule 10b5-1 Trading Plan entered into by the reporting person on December 6, 2017 in compliance with the Rule 10b5-1 Guidelines adopted by the Board of Directors of the Issuer.
This represents the weighted average sales price. Sales prices range from $26.32 to $26.50. Upon request by the Securities and Exchange Commission, the Issuer or a stockholder of the Issuer, the reporting person will provide full information regarding the number of shares sold at each separate price.
The LTIP Units were granted to the reporting person on January 5, 2018 pursuant to the Issuer's 2011 Equity Incentive Plan, as amended. The LTIP Units are subject to forfeiture over a four-year period.
Pursuant to the terms of the Issuer's 2015 Outperformance Program (the "Program"), which was established pursuant to the Issuer's 2011 Equity Incentive Plan, as amended, the LTIP Units were "earned" upon the achievement of performance hurdles as of December 31, 2017, subject to a determination by the Compensation Committee of the Issuer's Board of Directors (the "Compensation Committee") that such hurdles were met. The determination that these performance hurdles were met was made by the Compensation Committee on January 5, 2018. The LTIP Units are fully vested as of the date of grant.
Represents LTIP Units granted to the reporting person pursuant to the Issuer's 2011 Equity Incentive Plan, as amended. Over time, the LTIP Units can achieve full parity with OP Units for all purposes. If such parity is reached, non-forfeitable LTIP Units may be converted into OP Units and then may be redeemed for cash equal to the then-current market value of one share of the Issuer's common stock or, at the Issuer's election, for shares of the Issuer's common stock on a one-for-one basis. LTIP Units do not have an expiration date.
Represents the number of LTIP Units earned as of December 31, 2017 under the Program, based upon certain performance hurdles having been met by the Issuer and the percentage of the reporting person's interest in the outperformance pool established by the Issuer under the Program.
Represents OP Units in the Operating Partnership. OP Units may be redeemed for cash equal to the then-current market value of one share of the Issuer's common stock or, at the Issuer's election, for shares of the Issuer's common stock on a one-for-one basis. The OP Units are vested as of the date of issuance and have no expiration date.
/s/ Jeffrey M. Sullivan, Attorney-in-Fact
2018-01-09