Zucker Evan Form 4 Industrial Income Trust / EVAN ZUCKER ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ZUCKER EVAN

(Last) (First) (Middle)

518 SEVENTEENTH STREET, 17TH FLOOR

(Street)

DENVER CO 80202

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Industrial Income Trust Inc. [ NONE ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chairman of the Board

3. Date of Earliest Transaction (Month/Day/Year)
11/04/2015

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/04/2015		J		294,110(1)	A	(1)	294,310	I	By Industrial Income Advisors Group LLC(2)
Common Stock	11/04/2015		D		20,000	D	$10.3(3)	0	I	By Industrial Income Advisors LLC(2)
Common Stock	11/04/2015		D		294,310	D	$10.3(3)	0	I	By Industrial Income Advisors Group LLC(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Special Units	(4)	11/04/2015		J			100(4)	(5)	(5)	Common Units	294,110	(4)	0	I	By Industrial Income Advisors Group LLC(2)
Common Units	(4)	11/04/2015		J		294,110(4)		(5)	(5)	Common Stock	294,110	(4)	294,110	I	By Industrial Income Advisors Group LLC(2)
Common Units	(6)	11/04/2015		J			294,110(6)	(5)	(5)	Common Stock	294,110	(6)	0	I	By Industrial Income Advisors Group LLC(2)

Explanation of Responses:

1. Represents shares of common stock received by Industrial Income Advisors Group LLC (the "Sponsor") from the transfer of the Sponsor's "Common Units," which represent a class of limited partnership units of Industrial Income Operating Partnership LP (the "OP") that entitles the holder to receive distributions from the OP under certain circumstances, to Industrial Income Trust Inc. ("IIT") in exchange for an equal number of shares of common stock of IIT pursuant to the Sponsor Redemption and Exchange Agreement, dated as of November 4, 2015, by and among the Sponsor, the OP and IIT (the "Redemption and Exchange Agreement").

2. May be attributed to the Reporting Person based upon the fact that the Reporting Person is one of several individuals and/or their affiliates that directly or indirectly controls Industrial Income Advisors LLC (the "Advisor") and the Sponsor. The Reporting Person disclaims beneficial ownership of the shares of Common Stock held by the Advisor and the Sponsor, except to the extent of his pecuniary interest therein.

3. Disposed of pursuant to the merger of Industrial Income Trust Inc. with and into Western Logistics II LLC (the "Merger") in exchange for the right to receive $10.30 in cash per share.

4. "Special Units" represent a class of limited partnership units of the OP, separate from the Common Units, that entitles the holder to receive distributions from the OP under certain circumstances. Pursuant to the terms of the OP's Amended and Restated Limited Partnership Agreement, dated as of February 9, 2010, as amended (the "Partnership Agreement") and the Redemption and Exchange Agreement, the Sponsor's 100 Special Units were exchanged for 294,110 Common Units, based on a formula described in the Partnership Agreement, prior to the effective time of the Merger.

5. There is no exercise or expiration date for the conversion right of the Special Units or Common Units.

6. Common Units received by Sponsor in accordance with the Partnership Agreement and the Redemption and Exchange Agreement were transferred to IIT in exchange for an equal number of shares of common stock of IIT, pursuant to the Redemption and Exchange Agreement.

Remarks:

	/s/ Thomas G. McGonagle, as attorney-in-fact	11/04/2015
	** Signature of Reporting Person	Date
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