STAG Industrial, Inc. — Director's Dealing 2011

Apr 22, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STAG Industrial, Inc. (STIR)
CIK: 0001479094
Period of Report: 2011-04-20

Reporting Person: Jacoby Francis X III (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-04-20	Common Stock	P	1500	$12.15	Acquired	1500	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-04-20	LTIP Units	$	A	8279	Acquired		Common Stock, par value $0.01 per share (8279)	Direct

Footnotes

F1: Represents the weighted average purchase price. Purchase prices range from $12.10-$12.15. Upon request by the Commission, STAG Industrial, Inc. (the "Issuer") or a stockholder of the Issuer, the reporting person will provide full information regarding the number of shares purchased at each separate price.

F2: The long-term incentive plan units of STAG Industrial Operating Partnership, L.P. ("LTIP Units") were granted to the reporting person on April 20, 2011 pursuant to the 2011 Equity Incentive Plan of the Issuer.

F3: LTIP Units are subject to forfeiture over a five-year period. Over time, the LTIP Units can achieve full parity with the common units of limited partnership of STAG Industrial Operating Partnership, L.P. ("OP Units") for all purposes. If such parity is reached, non-forfeitable LTIP Units may be converted into OP Units and then may be redeemed for cash equal to the then current-market value of one share of the Issuer's common stock or, at the election of the Issuer, for shares of the Issuer's common stock on a one-for-one basis. The LTIP Units do not have an expiration date.