INDUS Realty Trust (INDT) Form 3 INDUS REALTY TRUST / Michael Simanovsky ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Conversant Capital LLC

(Last) (First) (Middle)

90 PARK AVENUE 32ND FLOOR

(Street)

NEW YORK NY 10016

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/03/2021

3. Issuer Name and Ticker or Trading Symbol
INDUS REALTY TRUST, INC. [ INDT ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01 per share(1)(2)	504,590	I(3)	By: CM Change Industrial LP
Common Stock, par value $0.01 per share(1)(2)	333,333	I(3)	By: CM Change Industrial II LP

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant(1)(2)	08/24/2020	08/24/2023	Common Stock, $0.01 par value per share	504,590	60	I(3)	By: CM Change Industrial LP
Contingent Value Rights(1)(2)	(4)	(4)	Common Stock, $0.01 par value per share(4)	504,590(4)	50(4)	I(3)	By: CM Change Industrial LP

1. Name and Address of Reporting Person^*

Conversant Capital LLC

(Last) (First) (Middle)

90 PARK AVENUE 32ND FLOOR

(Street)

NEW YORK NY 10016

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Conversant GP Holdings LLC

(Last) (First) (Middle)

90 PARK AVENUE 32ND FLOOR

(Street)

NEW YORK NY 10016

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Simanovsky Michael

(Last) (First) (Middle)

90 PARK AVENUE

32ND FLOOR

(Street)

NEW YORK NY 10016

(City) (State) (Zip)

Explanation of Responses:

1. This Form 3 is filed jointly by Conversant Capital LLC ("Conversant Capital"), Conversant GP Holdings LLC ("Conversant GP") and Michael Simanovsky (collectively, the "Reporting Persons").

2. (2) Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that may be deemed to collectively beneficially own more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. The filing of this Form 3 shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer he or it does not directly own.

3. Securities owned directly by the fund entity listed. Conversant GP, as the general partner of CM Change Industrial LP and CM Change Industrial II LP, and Conversant Capital, as the investment manager of CM Change Industrial LP and CM Change Industrial II LP, may be deemed to beneficially own the securities owned directly by such fund entities. Mr. Simanovsky, as the sole managing member of Conversant GP and Conversant Capital, may be deemed to beneficially own the securities owned directly by such fund entities.

4. Pursuant to the Contingent Value Rights Agreement, dated August 24, 2020, by and between CM Change and the Issuer (the "CVR Agreement"), CM Change is entitled to receive certain contingent payments from the Issuer in accordance with the terms thereof. The exercise price of the contingent value rights is subject to adjustment in accordance with the terms of the CVR Agreement.

	CONVERSANT CAPITAL LLC By: /s/ Michael Simanovsky Michael Simanovsky, Managing Member	03/15/2021
	CONVERSANT GP HOLDINGS LLC By: /s/Michael Simanovsky Michael Simanovsky, Managing Member	03/15/2021
	/s/Michael Simanovsky Michael Simanovsky	03/15/2021
	** Signature of Reporting Person	Date
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