STAG Industrial, Inc. — Director's Dealing 2021

Jan 11, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STAG Industrial, Inc. (STAG)
CIK: 0001479094
Period of Report: 2020-12-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-12-31	Common Stock	G	15000	—	Disposed	47088	Direct
2021-01-07	Common Stock	C	23268	—	Acquired	70356	Direct
2021-01-07	Common Stock	S	23268	$30.04	Disposed	47088	Direct
2021-01-08	Common Stock	C	16401	—	Acquired	63489	Direct
2021-01-08	Common Stock	S	16401	$30.05	Disposed	47088	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-01-07	LTIP Units	$	C	23268	Disposed		Common Stock, par value $0.01 per share (23268)	Direct
2021-01-07	Partnership Units	$	C	23268	Acquired		Common Stock, par value $0.01 per share (23268)	Direct
2021-01-07	Partnership Units	$	C	23268	Disposed		Common Stock, par value $0.01 per share (23268)	Direct
2021-01-07	LTIP Units	$	A	32350	Acquired		Common Stock, par value $0.01 per share (32350)	Direct
2021-01-07	LTIP Units	$	A	101579	Acquired		Common Stock, par value $0.01 per share (101579)	Direct
2021-01-08	LTIP Units	$	C	16401	Disposed		Common Stock, par value $0.01 per share (16401)	Direct
2021-01-08	Partnership Units	$	C	16401	Acquired		Common Stock, par value $0.01 per share (16401)	Direct
2021-01-08	Partnership Units	$	C	16401	Disposed		Common Stock, par value $0.01 per share (16401)	Direct

Footnotes

F1: On January 7 and 8, 2021, the reporting person converted a total of 39,669 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 39,669 common units of limited partnership of the Operating Partnership ("OP Units") and redeemed 39,669 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: The LTIP Units were converted, the OP Units were redeemed and the shares were sold pursuant to an approved Rule 10b5-1 Trading Plan entered into by the reporting person on December 8, 2020 in compliance with the Rule 10b5-1 Guidelines adopted by the Board of Directors of the Issuer (the "Board").

F3: This represents the weighted average sales price. On January 7, 2021, sales prices ranged from $30.00 to $30.30. On January 8, 2021, sales prices ranged from $30.00 to $30.21. 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.

F4: The LTIP Units were granted to the reporting person by the Board. The LTIP Units were earned by the reporting person based on a performance unit award made in January 2018 pursuant to the Issuer's 2011 Equity Incentive Plan, as amended (the "Equity Incentive Plan"). The reporting person earned 140% of the target number of performance units over a three-year performance period. The Compensation Committee of the Board determined the number of LTIP Units earned on January 7, 2021. 57,984 LTIP Units are fully vested as of the issuance date, and 43,595 LTIP Units are subject to forfeiture until December 31, 2021. For more information on the terms of the performance unit award, please see the Issuer's definitive proxy statement filed with the SEC.

F5: Represents LTIP Units granted to the reporting person pursuant to the Equity Incentive Plan. 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.

F6: 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.

F7: The LTIP Units were granted to the reporting person on January 7, 2021 pursuant to the Equity Incentive Plan. The LTIP Units vest on a quarterly basis over a four-year period.

F8: Represents the number of LTIP Units earned as of December 31, 2020 under the performance unit award made in January 2018.