0001567619-22-005648.txt : 20220225 0001567619-22-005648.hdr.sgml : 20220225 20220225163945 ACCESSION NUMBER: 0001567619-22-005648 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220225 FILED AS OF DATE: 20220225 DATE AS OF CHANGE: 20220225 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LANDY EUGENE W CENTRAL INDEX KEY: 0000905016 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33177 FILM NUMBER: 22681000 MAIL ADDRESS: STREET 1: 3499 ROUTE 9 NORTH SUITE 3C CITY: FREEHOLD STATE: NJ ZIP: 07728 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MONMOUTH REAL ESTATE INVESTMENT CORP CENTRAL INDEX KEY: 0000067625 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 221897375 STATE OF INCORPORATION: MD FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: 101 CRAWFORDS CORNER ROAD, SUITE 1405 CITY: HOLMDEL STATE: NJ ZIP: 07733 BUSINESS PHONE: (732) 577-4054 MAIL ADDRESS: STREET 1: 101 CRAWFORDS CORNER ROAD, SUITE 1405 CITY: HOLMDEL STATE: NJ ZIP: 07733 FORMER COMPANY: FORMER CONFORMED NAME: MONMOUTH REAL ESTATE INVESTMENT TRUST DATE OF NAME CHANGE: 19900403 4 1 doc1.xml FORM 4 X0306 4 2022-02-25 0 0000067625 MONMOUTH REAL ESTATE INVESTMENT CORP MNR 0000905016 LANDY EUGENE W 101 CRAWFORDS CORNER ROAD SUITE 1405 HOLMDEL NJ 07733 1 1 0 0 Chairman of the Board Common Stock 2022-02-25 4 D 0 1108443.623 D 0 D Common Stock 2022-02-25 4 D 0 194405 D 0 I Eugene W. Landy and Gloria Landy Family Foundation Common Stock 2022-02-25 4 D 0 43748.195 D 0 I Juniper Plaza Associates Common Stock 2022-02-25 4 D 0 32866.355 D 0 I Windsor Industrial Park Associates Common Stock 2022-02-25 4 D 0 97913.57 D 0 I Spouse Common Stock 2022-02-25 4 D 0 13048 D 0 I Landy Investments, Ltd. Common Stock 2022-02-25 4 D 0 168293.62 D 0 I Landy & Landy Employees' Pension Plan Common Stock 2022-02-25 4 D 0 201426.819 D 0 I Landy & Landy Employees' Profit Sharing Plan Option to Purchase Common Stock 2022-02-25 4 D 0 65000 D MNR Common Stock 65000 0 D Option to Purchase Common Stock 2022-02-25 4 D 0 65000 D MNR Common Stock 65000 0 D On February 25, 2022, pursuant to the Agreement and Plan of Merger, dated as of November 5, 2021 and as amended on February 7, 2022 (the "Merger Agreement"), by and among Monmouth Real Estate Investment Corporation ("Monmouth"), Industrial Logistics Properties Trust ("ILPT"), and Maple Delaware Merger Sub LLC ("Merger Sub"), Monmouth merged with and into Merger Sub (the "Merger"), with Merger Sub surviving as a wholly owned subsidiary of ILPT. At the effective time of the Merger (the "Effective Time"), each share of common stock, par value $0.01 per share, of Monmouth that was issued and outstanding immediately prior to the Effective Time (other than shares owned by Monmouth, ILPT or Merger Sub) was automatically converted into the right to receive $21.00 per share in cash (the "Common Stock Consideration"), without interest and subject to applicable withholding tax. At the Effective Time, each Monmouth restricted stock award outstanding immediately prior to the Effective Time, whether vested or unvested, became fully vested and was converted into the right to receive the Common Stock Consideration. At the Effective Time, each Monmouth stock option outstanding immediately prior to the Effective Time, whether vested or unvested, became fully vested and was converted into the right to receive the spread between the Common Stock Consideration and the exercise price. Eugene W. Landy 2022-02-25