Raymond J Pacini Form 4 Modiv Industrial / Raymond J Pacini 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^*

Pacini Raymond J

(Last) (First) (Middle)

200 S. VIRGINIA STREET

SUITE 800

(Street)

RENO NV 89501

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Modiv Industrial, Inc. [ MDV ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/28/2024

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, CLASS C	03/28/2024		C		110,047.5	A	(1)(2)	115,580.5	D

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
Class P OP Units	(1)	03/28/2024		M			16,029	(1)	(1)	COMMON STOCK, CLASS C	26,715	(1)	0	D
Class R OP Units	(2)	03/28/2024		M			33,333	(2)	(2)	COMMON STOCK, CLASS C	83,332.5	(2)	0	D
Class C OP Units	(1)	03/28/2024		M		26,715		(1)	(1)	COMMON STOCK, CLASS C	26,715	(1)	26,715	D
Class C OP Units	(2)	03/28/2024		M		83,332.5		(2)	(2)	COMMON STOCK, CLASS C	83,332.5	(2)	110,047.5	D
Class C OP Units	(1)(2)	03/28/2024		C			110,047.5	(1)(2)	(1)(2)	COMMON STOCK, CLASS C	110,047.5	(1)(2)	0	D

Explanation of Responses:

1. There is no expiration date in connection with the 16,029 Class P OP Units ("Class P OP Units") of Modiv Operating Partnership, LP (the "Partnership") issued to the reporting person; however, the Class P OP Units automatically and mandatorily converted into Class C OP Units of the Partnership ("Class C OP Units") on March 28, 2024 on a 1.66667:1 basis. The Class C OP Units are redeemable for cash or, at the issuer's option, exchangeable for shares of the issuer's Class C Common Stock on a 1:1 basis, and have no expiration.

2. There is no expiration date in connection with the 33,333 Class R OP Units ("Class R OP Units") of the Partnership, issued to the reporting person; however, the Class R OP Units automatically and mandatorily converted into Class C OP Units on March 28, 2024 on a 2.5:1 basis. The Class C OP Units are redeemable for cash or, at the issuer's option, exchangeable for shares of the issuer's Class C Common Stock on a 1:1 basis, and have no expiration.

Remarks:

	/s/ John Raney, by Power of Attorney for Raymond Pacini	04/01/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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