SEC FORM 4

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^*

Halfacre Aaron Scott

(Last)

(First)

(Middle)

200 S. VIRGINIA STREET

SUITE 800

(Street)

RENO

89501

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Modiv Industrial, Inc. [ MDV ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2024

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
COMMON STOCK, CLASS C	01/02/2024		C⁽¹⁾		41,828.3333	A	⁽¹⁾	74,340.6579	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class M OP Units	⁽²⁾	01/02/2024		M⁽²⁾			25,097	⁽²⁾	⁽²⁾	Class C Common Stock, par value $0.001 per share	41,828.3333	⁽²⁾	0	D
Class C OP Units	⁽²⁾	01/02/2024		M⁽²⁾		41,828.3333		⁽²⁾	⁽²⁾	Class C Common Stock, par value $0.001 per share	41,828.3333	⁽²⁾	41,828.3333	D
Class C OP Units	⁽¹⁾	01/02/2024		C⁽¹⁾			41,828.3333	⁽¹⁾	⁽¹⁾	Class C Common Stock, par value $0.001 per share	41,828.3333	⁽¹⁾	0	D

Explanation of Responses:

1. Pursuant to the third amended and restated limited partnership agreement, as amended, of Modiv Operating Partnership, LP (the "Partnership"), of which Modiv Industrial, Inc. (the "Issuer") is the general partner, holders of Class C Units of the Partnership ("Class C Units") outstanding for one year (including any holding period for Class M Units of the Partnership ("Class M Units")) can require the Partnership to redeem such Class C Units for cash equal to the daily market value of one share of the Issuer's Class C common stock for the prior ten trading days or, at the Issuer's election, for shares of the Issuer's Class C common stock on a one-for-one basis. There is no expiration date in connection with the Class C Units issued to the reporting person. On January 2, 2024, the reporting person requested the Partnership to redeem his 41,828.3333 Class C Units, and the Issuer elected to redeem such Class C Units with shares of the Issuer's Class C common stock.

2. Class M Units that are outstanding after December 30, 2023 may be converted by the holder into Class C Units on a 1:1.6667 basis. There is no expiration date in connection with the Class M Units issued to the reporting person; however, the Class M Units are automatically and mandatorily converted into Class C Units on March 31, 2024. On January 2, 2024, the reporting person converted a total of 25,097 Class M Units into 41,828.3333 Class C Units.

Remarks:

	/s/ John Raney, by Power of Attorney for Aaron Scott Halfacre	01/04/2024
	** 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).
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