Gamzon Rebecca D Form 4 INDUS REALTY TRUST / Rebecca D Gamzon 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^*

Gamzon Rebecca D

(Last) (First) (Middle)

641 LEXINGTON AVENUE

(Street)

NEW YORK NY 10022-4599

(City) (State) (Zip)

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

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

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

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
Common Stock(1)	02/01/2023		M		1,208	A	$0	21,497	I	By spouse
Common Stock								10,734	D
Common Stock								451,947	I	Footnote(4)
Common Stock								50,874	I	Footnote(5)

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
Restricted Stock Units(2)	$0							02/01/2024	02/01/2031	Common Stock	1,208.49		1,208.49	I	By spouse
Performance Stock Units(3)	$0							02/01/2024	02/01/2031	Common Stock	3,615.28		3,615.28	I	By spouse
Restricted Stock Units(2)	$0							03/02/2023	03/02/2032	Common Stock	1,040.48		1,040.48	I	By spouse
Restricted Stock Units(2)	$0							03/02/2024	03/02/2032	Common Stock	1,040.48		1,040.48	I	By spouse
Restricted Stock Units(2)	$0							03/02/2025	03/02/2032	Common Stock	1,040.48		1,040.48	I	By spouse
Performance Stock Units(3)	$0							03/02/2025	03/02/2032	Common Stock	3,122.17		3,122.17	I	By spouse

Explanation of Responses:

1. Represents the conversion upon vesting of restricted stock units into common stock on February 1, 2023. These restricted stock units and shares of common stock were acquired under the Company's 2020 Incentive Award Plan.

2. Each restricted stock unit represents the contingent right to receive one share of common stock upon vesting of the unit.

3. Performance-based restricted stock unit award granted under the Company's 2020 Incentive Award Plan.

4. Trusts in which Rebecca Gamzon has shared voting power as trustee.

5. Trusts in which Michael Gamzon, spouse, has shared voting power as trustee.

	/s/Rebecca Gamzon	02/03/2023
	** 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).
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.