ARES INDUSTRIAL REAL ESTATE INCOME TRUST (ARIR) Form 4 ARES INDUSTRIAL REAL ESTATE INCOME TRUST / Joshua J Widoff 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^*

Widoff Joshua J

(Last) (First) (Middle)

1200 SEVENTEENTH STREET

SUITE 9200

(Street)

DENVER CO 80202

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ARES INDUSTRIAL REAL ESTATE INCOME TRUST Inc. [ NONE ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Partner, GC and Secretary

3. Date of Earliest Transaction (Month/Day/Year)
02/01/2023

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

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 I Operating Partnership Units	(1)	02/01/2023		J(1)		138,070.8397		(1)	(2)	Class I Common Stock	138,070.8397	$0	138,070.8397	D

Explanation of Responses:

1. The Class I Operating Partnership Units ("Class I OP Units") were acquired by the reporting person on February 1, 2023 as consideration for the redemption of the reporting person's interest in a limited partnership. No cash consideration was paid. Beginning on January 1, 2024, the reporting person may request that AIREIT Operating Partnership LP, a subsidiary of the Issuer, redeem all or a portion of the Class I OP Units for cash, unless the Issuer's board of directors determines that the redemption of the Class I OP Units for cash would be prohibited by applicable law, the Issuer's charter, or the Operating Partnership's limited partnership agreement (the "OP Agreement"), in which case the Class I OP Units will be redeemed for shares of the Issuer's Class I common stock, subject to any limitations on redemption in the OP agreement. Any such redemption of Class I OP Units will be priced at the then-current NAV of such Class I OP Units.

2. There is no expiration date for the reporting person's ability to request redemption of the Class I OP Units.

Remarks:

Exhibit 24 - Power of Attorney.

	/s/ Andrew Ko, Attorney-in-Fact	02/02/2023
	** 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).
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