INNOVATIVE INDUSTRIAL PROPERTIES INC — Director's Dealing 2021

Mar 16, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INNOVATIVE INDUSTRIAL PROPERTIES INC (IIPR)
CIK: 0001677576
Period of Report: 2021-03-12

Reporting Person: Gold Alan D (Director, Executive Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-12	Common Stock	S	4000	$185.0000	Disposed	214284	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	56500	Indirect
Common Stock	33750	Indirect
Common Stock	33750	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units 2020	$0		Common Stock (15978)	15978	Direct
Restricted Stock Units 2021	$0		Common Stock (12612)	12612	Direct
Performance Share Units 2021	$0		Common Stock (31857)	31857	Direct

Footnotes

F1: A Spousal Lifetime Access Trust ("SLAT") for the benefit of the reporting person's spouse and adult children. The reporting person and the reporting person's spouse control the entity that serves as trustee of the SLAT.

F2: An irrevocable trust of which a family member of the reporting person is a trustee and of which one of the reporting person's adult children is the sole beneficiary.

F3: Each restricted stock unit ("RSU") represents the contingent right to receive, upon vesting of the RSU, one share of Innovative Industrial Properties, Inc. (the "Company") common stock.

F4: One-third of the RSUs shall be released from the forfeiture restriction on each of January 1, 2021, January 1, 2022 and January 1, 2023, provided that the reporting person continues to be a non-employee director or employee of the Company on such date. The vesting of RSUs is subject to satisfaction of the vesting conditions under the Company's Nonqualified Deferred Compensation Plan (the "NQDC Plan").

F5: One-third of the RSUs shall be released from the forfeiture restriction on each of January 1, 2022, January 1, 2023 and January 1, 2024, provided that the reporting person continues to be a non-employee director or employee of the Company on such date. The vesting of RSUs is subject to satisfaction of the vesting conditions under the Company's NQDC Plan.

F6: Each performance share unit represents the right to receive, following vesting, between 0% and 150% of one share of common stock based upon the achievement of pre-established performance metrics related to relative total shareholder return over performance period beginning January 11, 2021 and ending on December 31, 2023, and certification of such performance by the Compensation Committee following the conclusion of the performance period.