Umh

Major Shareholding Notification • Feb 27, 2022

MONMOUTH REAL ESTATE INVESTMENT CORP

Reported by UMH PROPERTIES, INC.

FORM 4

(Statement of Changes in Beneficial Ownership)

Filed 02/25/22 for the Period Ending 02/25/22

Address	CRAWFORDS CORNER ROAD SUITE 101 1405 ,
	HOLMDEL NJ 07733 , ,
Telephone	(732) 577-4054
CIK	0000067625
Symbol	MNR
SIC Code	6798 - Real Estate Investment Trusts
Industry	Commercial REITs
Sector	Financials
Fiscal Year	09/30

http://www.edgar-online.com

© Copyright 2022, EDGAR Online, a division of Donnelley Financial Solutions. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, a division of Donnelley Financial Solutions, Terms of Use.

ORM F 4
---------------	--

[ ] Check this box if no longer subject to Section 16. Form 4 or continue. See Instruction 1(b).

FORM 4 Washington, D.C. 20549

OMB Number: 3235-0287 Estimated average burden hours per response... 0.5

Form 5 obligations may UNITED STATES SECURITIES AND EXCHANGE COMMISSION STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES OMB APPROVAL

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person *	2. Issuer Name and Ticker or Trading Symbol	5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
UMH PROPERTIES, INC.	MONMOUTH REAL ESTATE INVESTMENT CORP [ MNR ]	_ Director ___ 10% Owner
(Last) (First) (Middle)	3. Date of Earliest Transaction (MM/DD/YYYY)	_ Officer (give title below) X__ Other (specify below) Affiliate
3499 ROUTE 9 N, SUITE 3- C, JUNIPER BUSINESS PLAZA	2/25/2022
(Street)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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:	7. Nature of Indirect Beneficial
			Code	V	Amount	(A) or (D)	Price		Direct (D) or Indirect (I) (Instr. 4)	Ownership (Instr. 4)
Common Stock	2/25/2022		(1) J		2656256.11	D	(1)(2)	0	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivate	2.	3. Trans.	3A. Deemed	4. Trans. Code		5. Number of		6. Date Exercisable and			7. Title and Amount of	8. Price of	9. Number of	10.	11. Nature
Security	Conversion	Date	Execution	(Instr. 8)		Derivative Securities		Expiration Date			Securities Underlying	Derivative	derivative	Ownership	of Indirect
(Instr. 3)	or Exercise		Date, if any			Acquired (A) or					Derivative Security	Security	Securities	Form of	Beneficial
	Price of					Disposed of (D)					(Instr. 3 and 4)	(Instr. 5)	Beneficially	Derivative	Ownership
	Derivative					(Instr. 3, 4 and 5)							Owned	Security:	(Instr. 4)
	Security												Following	Direct (D)
								Date	Expiration		Amount or Number of		Reported	or Indirect
								Exercisable	Date	Title	Shares		Transaction(s)	(I) (Instr.
				Code	V	(A)	(D)						(Instr. 4)	4)

Explanation of Responses:

• (1) 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.
• (2) 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.

Reporting Owners

		Relationships
Reporting Owner Name / Address	Director	10% OwnerOfficerOther
UMH PROPERTIES, INC. 3499 ROUTE 9 N, SUITE 3-C JUNIPER BUSINESS PLAZA FREEHOLD, NJ 07728			Affiliate

Signatures

Becky Coleridge	2/25/2022
-----------------	-----------

\\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 control number.