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: 2021-01-07

Reporting Person: Sullivan Jeffrey M (EVP, GC and Secretary)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-01-07	LTIP Units	$	A	10665	Acquired		Common Stock, par value $0.01 per share (10665)	Direct
2021-01-07	LTIP Units	$	A	27047	Acquired		Common Stock, par value $0.01 per share (27047)	Direct

Footnotes

F1: The 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, were granted to the reporting person on January 7, 2021 pursuant to the Issuer's 2011 Equity Incentive Plan, as amended (the "Equity Incentive Plan"). The LTIP Units vest on a quarterly basis over a four-year period.

F2: Represents LTIP Units granted to the reporting person pursuant to the Equity Incentive Plan. Over time, the LTIP Units can achieve full parity with common units of limited partnership of the Operating Partnership ("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.

F3: The LTIP Units were granted to the reporting person by the Board of Directors of the Issuer (the "Board"). The LTIP Units were earned by the reporting person based on a performance unit award made in January 2018 pursuant to 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. 15,440 LTIP Units are fully vested as of the issuance date, and 11,607 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.

F4: Represents the number of LTIP Units earned as of December 31, 2020 under the performance unit award made in January 2018.