GLOBAL INDUSTRIAL Co — Director's Dealing 2021

Dec 16, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GLOBAL INDUSTRIAL Co (GIC)
CIK: 0000945114
Period of Report: 2021-12-14

Reporting Person: LEEDS ROBERT (Director, Vice Chairman, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-12-14	Common Stock	G	4340000	—	Disposed	4311241	Indirect
2021-12-16	Common Stock	G	3976137	—	Acquired	3976137	Indirect
2021-12-16	Common Stock	P	2843863	$32.368	Acquired	2843863	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2125260	Indirect
Common Stock	1145179	Indirect
Common Stock	758383	Indirect
Common Stock	1414	Indirect

Footnotes

F1: These shares were distributed, for no consideration, by each of the Richard Leeds 2008 Family Trust and the Bruce Leeds 2008 Family Trust (collectively, the "2008 Trusts") to the beneficiaries of each of the 2008 Trusts, as follows: (i) 620,000 shares to Jamie Lynn Meltsner, as a beneficiary of the Bruce Leeds 2008 Family Trust; (ii) 620,000 shares to Stacey Leeds Cohen, as a beneficiary of the Bruce Leeds 2008 Family Trust; (iii) 620,000 shares to Steven Leeds, as a beneficiary of the Bruce Leeds 2008 Family Trust; (iv) 620,000 shares to Brandon Leeds, as a beneficiary of the Richard Leeds 2008 Family Trust; (v) 620,000 shares to Hallie Leeds, as a beneficiary of the Richard Leeds 2008 Family Trust; (vi) 620,000 shares to Jordan Leeds, as a beneficiary of the Richard Leeds 2008 Family Trust; and (vii) 620,000 shares to Kasey Leeds, as a beneficiary of the Richard Leeds 2008 Family Trust.

F2: Shares are owned by the 2008 Trusts for the benefit of the reporting person's family, for which the reporting person acts as co-trustee. Mr. Leeds disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

F3: The transaction is the receipt of a gift of shares [as described in this footnote and in footnote 4], as follows: (i) 361,467 shares gifted from Alex Leeds to the Alex Leeds 2021 Trust; (ii) 361,467 shares gifted from Andrew Leeds to the Andrew Leeds 2021 Trust; (iii) 361,467 shares gifted from Brandon Leeds to the Brandon Leeds 2021 Trust; (iv) 361,467 shares gifted from Hallie Leeds to the Hallie Leeds 2021 Trust; (v) 361,467 shares gifted from Jamie Lynn Meltsner to the Jamie Lynn Meltsner 2021 Trust; (vi) 361,467 shares gifted from Jessica Rosen to the Jessica Rosen 2021 Trust; (vii) 361,467 shares gifted from Jordan Leeds to the Jordan Leeds 2021 Trust;(viii) 361,467 shares gifted from Kasey Leeds to the Kasey Leeds 2021 Trust;

F4: [continuation of footnote 3] (ix) 361,467 shares gifted from Matthew Leeds to the Matthew Leeds 2021 Trust; (x) 361,467 shares gifted from Stacey Leeds Cohen to the Stacey Leeds Cohen 2021 Trust, and (xi) 361,467 shares gifted from Steven Leeds to the Steven Leeds 2021 Trust (collectively, all of the trusts described in (i)-(xi), the "2021 Trusts").

F5: Shares are owned by each of the 2021 Trusts for the benefit of the reporting person's family, for which the reporting person acts as co-trustee. Mr. Leeds disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

F6: These shares were purchased as follows [as described in this footnote and in footnote 7]: (i) 258,533 shares purchased from Alex Leeds by the Alex Leeds 2021 Trust in exchange for an unsecured promissory note in the amount of $8,368,196.14; (ii) 258,533 shares purchased from Andrew Leeds by the Andrew Leeds 2021 Trust in exchange for an unsecured promissory note in the amount of $8,368,196.14; (iii) 258,533 shares purchased from Brandon Leeds by the Brandon Leeds 2021 Trust in exchange for an unsecured promissory note in the amount of $8,368,196.14; (iv) 258,533 shares purchased from Hallie Leeds by the Hallie Leeds 2021 Trust in exchange for an unsecured promissory note in the amount of $8,368,196.14; (v) 258,533 shares purchased from Jamie Lynn Meltsner by the Jamie Lynn Meltsner 2021 Trust in exchange for an unsecured promissory note in the amount of $8,368,196.14;

F7: [continuation of footnote 6] (vi) 258,533 shares purchased from Jessica Rosen by the Jessica Rosen 2021 Trust in exchange for an unsecured promissory note in the amount of $8,368,196.14; (vii) 258,533 shares purchased from Jordan Leeds by the Jordan Leeds 2021 Trust in exchange for an unsecured promissory note in the amount of $8,368,196.14; (viii) 258,533 shares purchased from Kasey Leeds by the Kasey Leeds 2021 Trust in exchange for an unsecured promissory note in the amount of $8,368,196.14; (ix) 258,533 shares purchased from Matthew Leeds by the Matthew Leeds 2021 Trust in exchange for an unsecured promissory note in the amount of $8,368,196.14; (x) 258,533 shares purchased from Stacey Leeds Cohen by the Stacey Leeds Cohen 2021 Trust in exchange for an unsecured promissory note in the amount of $8,368,196.14, and (xi) 258,533 shares purchased from Steven Leeds by the Steven Leeds 2021 Trust in exchange for an unsecured promissory note in the amount of $8,368,196.14.

F8: Includes, 1,059,396 shares owned by the Robert Leeds Declaration Of Trust, a trust for the benefit of Mr. Leeds and of which Mr. Leeds is the trustee; 528,567 shares owned by the Robert Leeds 2020 GRAT #2, a trust for the benefit of Mr. Leeds and of which Mr. Leeds is the trustee; and 537,297 shares owned by the Robert Leeds 2020 GRAT a trust for the benefit of Mr. Leeds and of which Mr. Leeds is the trustee. Mr. Leeds disclaims beneficial ownership of all such shares described in this footnote except to the extent of his pecuniary interest therein.

F9: Includes, an aggregate of 1,145,179 shares owned by trusts for the benefit of reporting person's family for which Mr. Leeds acts as trustee or co-trustee: 20,057 shares owned by the Bruce Leeds 2011 Family Trust, 171,976 shares owned by the Richard Leeds 2011 Family Trust, 440,557 shares owned by the Bruce Leeds Irrevocable Trust, 439,047 shares owned by the Richard Leeds Irrevocable Trust, 12,500 shares owned by the Andrew Leeds Trust U/A/D/ 05/20/2005 12,500 shares owned by the Alex Leeds Trust U/A/D/ 09/05/2014 12,500 shares owned by the Jessica Leeds Trust U/A/D 12/17/2004 12,500 shares owned by the Matthew Leeds 2010 Trust U/A/D/ 1/4/2010, and 23,542 shares owned by the Trust UWO Michael Leeds FBO Richard Leeds. Mr. Leeds disclaims beneficial ownership of all such shares described in this footnote except to the extent of his pecuniary interest therein.

F10: Includes, 519,800 shares owned by Aspire Partners L.P., the general partner of which is limited liability company equally owned by Mr. Leeds and two other members; and 238,583 shares owned by Generation Partners, L.P., the general partner of which is limited liability company equally owned by Mr. Leeds and two other members. Mr. Leeds disclaims beneficial ownership of all such shares described in this footnote except to the extent of his pecuniary interest therein.

F11: Shares owned by 2nd Generation Partners LLC, a limited liability company equally owned by Mr. Leeds and two other members. Mr. Leeds disclaims beneficial ownership of all such shares described in this footnote except to the extent of his pecuniary interest therein.