STAG Industrial, Inc. — Director's Dealing 2020

Jul 31, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STAG Industrial, Inc. (STAG)
CIK: 0001479094
Period of Report: 2020-07-31

Reporting Person: Butcher Benjamin S (Director, Chairman, CEO and President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-07-31	Common Stock	C	82056	—	Acquired	144144	Direct
2020-07-31	Common Stock	S	82056	$32.2536	Disposed	62088	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-07-31	LTIP Units	$	C	82056	Disposed		Common Stock, par value $0.01 per share (82056)	Direct
2020-07-31	Partnership Units	$	C	82056	Acquired		Common Stock, par value $0.01 per share (82056)	Direct
2020-07-31	Partnership Units	$	C	82056	Disposed		Common Stock, par value $0.01 per share (82056)	Direct

Footnotes

F1: The reporting person converted 82,056 long-term incentive plan units ("LTIP Units") of STAG Industrial Operating Partnership, L.P., a Delaware limited partnership (the "Operating Partnership"), of which STAG Industrial, Inc., a Maryland corporation (the "Issuer"), is the sole member of the general partner, into 82,056 common units of limited partnership of the Operating Partnership ("OP Units") and redeemed 82,056 OP Units. The LTIP Units are convertible into OP Units as they are non-forfeitable and certain conditions to parity have been satisfied. The OP Units held by the reporting person are redeemable for cash equal to the current market value of one share of the Issuer's common stock or, at the Issuer's election, for shares of the Issuer's common stock on a one-for-one basis. The Issuer elected to redeem the reporting person's OP Units with common stock.

F2: This represents the weighted average sales price. Sales prices range from $32.15 to $32.65. Upon request by the Securities and Exchange Commission (the "SEC"), the Issuer or a stockholder of the Issuer, the reporting person will provide full information regarding the number of shares sold at each separate price.

F3: Represents LTIP Units granted to the reporting person pursuant to the Issuer's 2011 Equity Incentive Plan, as amended. Over time, the LTIP Units can achieve full parity with 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 Issuer's election, for shares of the Issuer's common stock on a one-for-one basis. LTIP Units do not have an expiration date.

F4: Represents OP Units in the Operating Partnership. OP Units may be redeemed for cash equal to the then-current market value of one share of the Issuer's common stock or, at the Issuer's election, for shares of the Issuer's common stock on a one-for-one basis. The OP Units are vested as of the date of issuance and have no expiration date.