STAG Industrial (STAG) Form 4 STAG Industrial / Michael Chase 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

Chase Michael

(Last) (First) (Middle)

C/O STAG INDUSTRIAL, INC.

ONE FEDERAL STREET, 23RD FLOOR

(Street)

BOSTON MA 02110

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/16/2024

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	02/16/2024		S		14,007	D	$39.0467	9,422	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
LTIP Units(1)	(1)(2)	01/07/2025		A		13,300		(1)(2)	(2)	Common Stock, par value $0.01 per share	13,300	(1)(2)	81,745	D
LTIP Units(3)	(2)(3)	01/07/2025		A		4,848(4)		(2)(3)	(2)	Common Stock, par value $0.01 per share	4,848	(2)(3)	86,593	D

Explanation of Responses:

1. 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, 2025 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.

2. 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.

3. 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 2022 pursuant to the Equity Incentive Plan. The reporting person earned 106% of the target number of performance units over a three-year performance period (not including LTIP Units received in lieu of dividends paid on the earned LTIP Units). The Compensation Committee of the Board determined the number of LTIP Units earned on January 7, 2025. All of the LTIP Units are fully vested as of the issuance date. For more information on the terms of the performance unit award, please see the Issuer's definitive proxy statement filed with the SEC.

4. Represents the total number of LTIP Units earned as of December 31, 2024 under the performance unit award made in January 2022 and LTIP Units received in lieu of dividends paid on the earned LTIP Units.

	/s/ Jeffrey M. Sullivan, Attorney-in-Fact	01/10/2025
	** 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.
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 Number.