| 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*
(Street)
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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)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/26/2024 | ||||||||||||||||||||||||||
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4. 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 Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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-R Operating Partnership Units(1) | (1) | 12/26/2024 | J(2) | 736,377.812 | (1) | (1) | Class I-R Common Stock | 736,377.812 | (1) | 0 | D | ||||
| Class I-R Operating Partnership Units(1) | (1) | 12/26/2024 | J(2) | 736,377.812 | (1) | (1) | Class I-R Common Stock | 736,377.812 | (1) | 736,377.812 | I | By LLC(2) | |||
| Explanation of Responses: |
| 1. Each Class I-R Operating Partnership Unit (formerly designated as Class I Operating Partnership Units) (the "Class I-R OP Units") in AIREIT Operating Partnership LP (the "OP"), a subsidiary of the Issuer, is redeemable by the holder for cash or, if the Issuer's board of directors determines that the redemption of the Class I-R OP Units for cash would be prohibited by applicable law, the Issuer's charter or the OP's limited partnership agreement (the "OP Agreement"), for shares of the Issuer's Class I-R common stock (formerly designated as Class I common stock), subject to any limitations on redemption in the OP Agreement. Any such redemption of Class I-R OP Units will be priced at the then-current net asset value of such Class I-R OP Units. There is no expiration date for the holder's ability to request redemption of the Class I-R OP Units. |
| 2. On December 26, 2024, the reporting person transferred and assigned all of the Class I-R OP Units directly held by the reporting person to a limited liability company in which the reporting person is a member. As a result of the transfer and assignment, the reporting person no longer directly owns any Class I-R OP Units. |
| /s/ Andrew Ko, Attorney-in-Fact | 12/30/2024 | |
| ** 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. | ||
