STAG Industrial, Inc. — Director's Dealing 2012

Dec 3, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STAG Industrial, Inc. (STAG)
CIK: 0001479094
Period of Report: 2012-11-30

Reporting Person: Arnone Kathryn (EVP and General Counsel)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-11-30	Partnership Units	$	J	525	Acquired		Common Stock, par value $0.01 per share (525)	Direct

Footnotes

F1: This represents common units of limited partnership interests ("OP Units") in STAG Industrial Operating Partnership, L.P., a Delaware limited partnership ("Operating Partnership"), of which STAG Industrial, Inc. , a Maryland corporation ("Issuer"), is the sole member of the general partner. The OP Units are redeemable 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 OP Units have no expiration date.

F2: The OP Units were issued to the reporting person as a distribution from STAG III Employees, LLC, a contributor to the Issuer's formation transaction.

F3: The OP Units are vested as of the date of issuance and have no expiration date.

F4: The OP Units were distributed in accordance with membership interest percentage owned by the members of STAG III Employees, LLC, irrespective of the price of Issuer's stock.