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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Operating Partnership Units (6) | (7) | 07/24/2013 | J(8) | 353 | 09/24/2014 | (11) | Common Stock, par value $0.01 | 353 | (8) | 353 | I | See Footnote (9) | |||
| Operating Partnership Units (6) | (7) | 07/24/2013 | J(8) | 165,235 | 09/24/2014 | (11) | Common Stock, par value $0.01 | 165,235 | (8) | 165,588 | I | See Footnote (10) | |||
| Operating Partnership Units (6) | (7) | 07/24/2013 | J(8) | 475,310 | 09/24/2014 | (11) | Common Stock, par value $0.01 | 475,310 | (8) | 640,898 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| ZIMAN RICHARD S 11620 WILSHIRE BOULEVARD, SUITE 300 LOS ANGELES, CA 90025 |
X | |||
| /s/ Marie Ly, as attorney-in-fact | 07/24/2013 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Represents shares of common stock issued at $14.00 per share in transactions relating to the formation of Rexford Industrial Realty, Inc. ("Issuer") and its operating partnership subsidiary, Rexford Industrial Realty, L.P. (the "Operating Partnership") either pursuant to contribution or merger agreements where certain entities (interests in which are directly or indirectly owned by the Reporting Person and other parties) that directly or indirectly own properties were contributed or merged with and into the Issuer, the Operating Partnership or their respective subsidiaries. |
| (2) | Represents shares of common stock held by affiliates of the Reporting Person. The Reporting Person disclaims beneficial ownership of such common stock, except to the extent of his pecuniary interest therein. |
| (3) | Represents shares of common stock purchased in a private placement concurrent with the Issuer's initial public offering at the initial public offering price of $14.00 per share. |
| (4) | Represents shares of common stock purchased pursuant to Issuer's Reserved Share Program upon the closing of its initial public offering. |
| (5) | Represents shares of restricted common stock issued pursuant to the Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P. 2013 Equity Incentive Award Plan, dated July 24, 2013 by and between the Issuer, the Operating Partnership and the Reporting Person. |
| (6) | Represents common units of limited partnership interest ("OP Units") in the Operating Partnership. The Issuer is the general partner of the Operating Partnership. OP Units are redeemable fourteen months from the Transaction Date for cash equal to the then-current market value of one share of common stock, or at the election of the Issuer, for shares of the Issuer's common stock on a one-for-one basis. |
| (7) | The OP Units are exchangeable for common stock of the Issuer on a one-for-one basis. |
| (8) | Represents OP Units issued at $14.00 per unit in transactions relating to the formation of the Issuer and the Operating Partnership either pursuant to contribution or merger agreements where certain entities (interests in which are directly or indirectly owned by the Reporting Person and other parties) that directly or indirectly own properties were contributed or merged with and into the Issuer, the Operating Partnership or their respective subsidiaries. |
| (9) | Represents OP Units held by affiliates of the Reporting Person. The Reporting Person disclaims beneficial ownership of such OP Units, except to the extent of his pecuniary interest therein. |
| (10) | Represents OP Units held by the RSZ Trust, for which the Reporting Person is the trustee. The Reporting Person disclaims beneficial ownership of such OP Units, except to the extent of his pecuniary interest therein. |
| (11) | N/A |