Innovative Industrial Properties (IIPR) Form 4 INNOVATIVE INDUSTRIAL PROPERTIES / Brian J. Wolfe 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^*

Wolfe Brian J.

(Last) (First) (Middle)

C/O INNOVATIVE INDUSTRIAL PROPERTIES

11440 WEST BERNARDO COURT, SUITE 100

(Street)

SAN DIEGO CA 92127

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
INNOVATIVE INDUSTRIAL PROPERTIES INC [ IIPR ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
VP, GEN. COUNSEL AND SECRETARY

3. Date of Earliest Transaction (Month/Day/Year)
01/11/2022

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	01/11/2022		A		4,170	A	(1)	11,449	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
Performance Share Units 2022	$0	01/11/2022		A		10,264		(2)	(2)	Common Stock	10,264	$0	10,264	D
Performance Share Units 2021	$0							(3)	(3)	Common Stock	7,080		7,080	D

Explanation of Responses:

1. Represents grant of restricted stock. One-third of the shares shall be released from the forfeiture restriction on each of January 1, 2023, January 1, 2024 and January 1, 2025, provided that the reporting person continues to be a non-employee director or employee of Innovative Industrial Properties, Inc. (the "Company") on such date.

2. Each performance share unit represents the right to receive, following vesting, between 0% and 150% of one share of common stock based upon the achievement of pre-established performance metrics related to relative total stockholder return over the performance period beginning January 11, 2022 and ending on December 31, 2024, and certification of such performance by the Compensation Committee of the Board of Directors of the Company following the conclusion of the performance period.

3. Each performance share unit represents the right to receive, following vesting, between 0% and 150% of one share of common stock based upon the achievement of pre-established performance metrics related to relative total stockholder return over the performance period beginning January 11, 2021 and ending on December 31, 2023, and certification of such performance by the Compensation Committee of the Board of Directors of the Company following the conclusion of the performance period.

	/s/ Brian J. Wolfe	01/12/2022
	** 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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