| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
INVESTORS REAL ESTATE TRUST [ IRET ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/30/2020 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Shares of Beneficial Interest | 05/01/2019 | M | 416 | A | (1) | 3,172 | D | |||
| Common Shares of Beneficial Interest | 04/30/2020 | M | 711 | A | (1) | 3,883 | D | |||
| Common Shares of Beneficial Interest | 05/01/2020 | M | 415 | A | (1) | 4,298 | D | |||
| Common Shares of Beneficial Interest | 05/01/2019 | F(2) | 127 | D | $59.78 | 4,171 | D | |||
| Common Shares of Beneficial Interest | 04/30/2020 | F(2) | 280 | D | $62.63 | 3,891 | D | |||
| Common Shares of Beneficial Interest | 05/01/2020 | F(2) | 163 | D | $59.73 | 3,728 | D | |||
| Common Shares of Beneficial Interest | 04/30/2018 | F(3) | 263 | D | $53.3 | 3,465 | D | |||
| Common Shares of Beneficial Interest | 04/30/2019 | F(3) | 252 | D | $60.28 | 3,213 | D | |||
| Common Shares of Beneficial Interest | 04/30/2020 | F(3) | 324 | D | $62.63 | 2,889 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (1) | 05/01/2019 | M | 416 | (4) | (4) | Common Shares of Beneficial Interest | 831 | $0 | 415 | D | ||||
| Restricted Stock Units | (1) | 04/30/2020 | M | 711 | (5) | (5) | Common Shares of Beneficial Interest | 1,423 | $0 | 712 | D | ||||
| Restricted Stock Units | (1) | 05/01/2020 | M | 415 | (4) | (4) | Common Shares of Beneficial Interest | 415 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of IRET common stock. |
| 2. Shares withheld by Issuer to satisfy the mandatory tax withholding requirement upon vesting of restricted stock units. Not an open market sale of securities. |
| 3. Shares withheld by issuer to satisfy the mandatory tax withholding requirement upon vesting of share award issued under the 2015 Incentive Plan. Not an open market sale of securities. |
| 4. On June 21, 2017, the reporting person was granted 1,247 RSUs (taking into effect a reverse 1-for-10 stock split which was effected on 12/27/2018), vesting in one-third increments on each of June 21, 2018, May 1, 2019, and May 1, 2020, as long as the reporting person is in the employ of the Issuer. Vested shares will be delivered to the reporting person no later than 30 days after vesting. |
| 5. On July 20, 2018 the reporting person was granted 2,135 RSUs (taking into effect a reverse 1-for-10 stock split which was effected on 12/27/2018), vesting in one-third increments on each of July 20, 2019, April 30, 2020, and April 30, 2021, as long as the reporting person is in the employ of the Issuer. Vested shares will be delivered to the reporting person no later than 30 days after vesting. |
| /s/ Anne Olson | 05/04/2020 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||