SEC Form 3
FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 03/03/2021 | 3. Issuer Name and Ticker or Trading Symbol INDUS REALTY TRUST, INC. [ INDT ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock, par value $0.01 per share(1)(2) | 504,590 | I(3) | By: CM Change Industrial LP |
Common Stock, par value $0.01 per share(1)(2) | 333,333 | I(3) | By: CM Change Industrial II LP |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Warrant(1)(2) | 08/24/2020 | 08/24/2023 | Common Stock, $0.01 par value per share | 504,590 | 60 | I(3) | By: CM Change Industrial LP |
Contingent Value Rights(1)(2) | (4) | (4) | Common Stock, $0.01 par value per share(4) | 504,590(4) | 50(4) | I(3) | By: CM Change Industrial LP |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. This Form 3 is filed jointly by Conversant Capital LLC ("Conversant Capital"), Conversant GP Holdings LLC ("Conversant GP") and Michael Simanovsky (collectively, the "Reporting Persons"). |
2. (2) Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that may be deemed to collectively beneficially own more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. The filing of this Form 3 shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer he or it does not directly own. |
3. Securities owned directly by the fund entity listed. Conversant GP, as the general partner of CM Change Industrial LP and CM Change Industrial II LP, and Conversant Capital, as the investment manager of CM Change Industrial LP and CM Change Industrial II LP, may be deemed to beneficially own the securities owned directly by such fund entities. Mr. Simanovsky, as the sole managing member of Conversant GP and Conversant Capital, may be deemed to beneficially own the securities owned directly by such fund entities. |
4. Pursuant to the Contingent Value Rights Agreement, dated August 24, 2020, by and between CM Change and the Issuer (the "CVR Agreement"), CM Change is entitled to receive certain contingent payments from the Issuer in accordance with the terms thereof. The exercise price of the contingent value rights is subject to adjustment in accordance with the terms of the CVR Agreement. |
CONVERSANT CAPITAL LLC By: /s/ Michael Simanovsky Michael Simanovsky, Managing Member | 03/15/2021 | |
CONVERSANT GP HOLDINGS LLC By: /s/Michael Simanovsky Michael Simanovsky, Managing Member | 03/15/2021 | |
/s/Michael Simanovsky Michael Simanovsky | 03/15/2021 | |
** 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 5 (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. |