X0306 4 2019-12-16 0 0001571283 Rexford Industrial Realty, Inc. REXR 0001581296 Schwimmer Howard 11620 WILSHIRE BOULEVARD SUITE 1000 LOS ANGELES CA 90025 1 1 0 0 Co-CEO, Co-President LTIP Units 2019-12-16 4 A 0 43725 A Common Stock, par value $0.01 43725 289698 D LTIP Units are a class of limited partnership units in Rexford Industrial Realty, L.P., the operating partnership of the Issuer (the "Operating Partnership"). 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. OP Units are redeemable by the holder for an equivalent number of shares of the Issuer's common stock ("Shares") or for the cash value of such Shares, at the Issuer's election. (Continued from Footnote 1) The LTIP Units issued pursuant to the Amended Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P. 2013 Incentive Award Plan will vest 1/3 in equal installments on December 16 of 2020, 2021 and 2022, subject to earlier vesting upon certain terminations of the Reporting Person's employment or a change of control of the Issuer, in each case as described in the award agreement. The Reporting Person also owns the following: (i) 385,220 OP Units of which 7,275 OP Units are held by the Schwimmer Living Trust dated December 14, 2001 (the "Living Trust") of which the Reporting Person is a trustee, and 42,002 OP Units held by the Schwimmer Family Irrevocable Trust (the "Family Trust") of which the Reporting Person is a trustee, (ii) 131,618 Performance Units, a class of limited partnership units in the Operating Partnership, and (iii) 62,950 Shares of which 13,575 Shares are held by the Family Trust of which the Reporting Person is a trustee. The Reporting Person disclaims beneficial ownership of the OP Units and Shares held by the Living Trust and the Family Trust, except to the extent of his pecuniary interest therein. /s/ Howard Schwimmer 2019-12-18