X0306 4 2019-03-19 0 0001571283 Rexford Industrial Realty, Inc. REXR 0001581343 Khan Adeel 11620 WILSHIRE BOULEVARD SUITE 1000 LOS ANGELES CA 90025 0 1 0 0 Chief Financial Officer LTIP Units 2019-03-19 4 M 0 44971 0.00 D Common Stock, par value $0.01 44971 72088 D Operating Partnership Units 2019-03-19 4 M 0 44971 0.00 A Common Stock, par value $0.01 44971 44971 D Performance Units 2019-03-19 4 M 0 44750 0.00 D Common Stock, par value $0.01 44750 0 D Operating Partnership Units 2019-03-19 4 M 0 44750 0.00 A Common Stock, par value $0.01 44750 89721 D Represents LTIP Units, a class of limited partnership units in Rexford Industrial Realty, L.P., the operating partnership of the Issuer (the "Operating Partnership"), issued as long term incentive compensation subject to time-based vesting pursuant to the Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P. 2013 Incentive Award Plan (the "Incentive Plan"). Initially, the LTIP Units do not have full parity with common limited partnership units of the Operating Partnership ("OP Units") with respect to liquidating distributions. However, upon the occurrence of certain events described in the Operating Partnership's partnership agreement, the LTIP Units can over time achieve full parity with the OP Units for all purposes. If such parity is reached, vested LTIP Units may be converted into an equal number of OP Units on a one for one basis at any time at the request of the Reporting Person or the general partner of the Operating Partnership. (Continued from Footnote 1) The 44,971 LTIP Units referred to herein have vested and reached such parity. Reflects the conversion of 44,971 vested LTIP Units into 44,971 OP Units in accordance with the Operating Partnership's partnership agreement. Represents OP Units. The Issuer is the general partner of the Operating Partnership. OP Units are redeemable 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. Represents Performance Units, a class of limited partnership units in the Operating Partnership. The Performance Units, which were initially granted on December 15, 2015, pursuant to the Incentive Plan, were earned and vested on December 14, 2018, based on meeting certain performance-based hurdles. Initially, the Performance Units do not have full parity with OP Units with respect to liquidating distributions. However, upon the occurrence of certain events described in the Operating Partnership's partnership agreement, the Performance Units can over time achieve full parity with the OP Units for all purposes. If such parity is reached, vested Performance Units may be converted into an equal number of OP Units on a one for one basis at any time at the request of the Reporting Person or the general partner of the Operating Partnership. The 44,750 Performance Units referred to herein have vested and reached such parity. Reflects the conversion of 44,750 vested Performance Units into 44,750 OP Units in accordance with the Operating Partnership's partnership agreement. /s/ Adeel Khan 2019-03-20