SEC FORM 3

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^*

Spodek Andrew

(Last)

(First)

(Middle)

75 COLUMBIA AVENUE

(Street)

CEDARHURST

11516

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/17/2019

3. Issuer Name and Ticker or Trading Symbol
Postal Realty Trust, Inc. [ PSTL ]

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

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

5. 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 Beneficially Owned
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)
Class A common stock⁽¹⁾	637,058	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Class B common stock⁽²⁾	⁽²⁾	⁽²⁾	Class A common stock⁽²⁾	27,206	$0.00	D
LTIP Units⁽³⁾⁽⁴⁾⁽⁵⁾	⁽⁵⁾	⁽⁴⁾	Class A common stock	73,529	⁽⁴⁾	D
LTIP Units⁽³⁾⁽⁴⁾⁽⁶⁾	⁽⁶⁾	⁽⁴⁾	Class A common stock	41,177	⁽⁴⁾	D
OP Units	⁽⁷⁾	⁽⁷⁾	Class A common stock	1,333,112	⁽⁷⁾	I	See Footnote⁽⁷⁾

Explanation of Responses:

1. Reflects shares received pursuant to certain formation transactions in connection with the Issuer's initial public offering.

2. Each share of Class B common stock is convertible at any time, at the option of the Reporting Person, into one share of Class A Common Stock and has no expiration date. In addition, Class B common stock will convert automatically into shares of Class A common stock, upon certain direct or indirect transfers of beneficial ownership of common units of partnership interest of the Operating Partnership ("Initial OP Units") held by the Reporting Person and his affiliates at a ratio of one share of Class B common stock converted to one share of Class A common stock for every 49 Initial OP Units transferred to a person other than certain permitted transferees.

3. The LTIP Units are a class of limited partnership units of Postal Realty, LP (the "Operating Partnership").

4. Following the occurrence of certain events and upon vesting, the LTIP Units are convertible by the Issuer into an equivalent number of units of the Operating Partnership ("OP Units"). OP Units are redeemable by the Reporting Person for cash or, at the election of Postal Realty Trust, Inc. (the "Issuer"), shares of Class A common stock of the Issuer on a one-for-one basis or the cash value of such shares. LTIP Units do not have expiration dates.

5. Reflects LTIP Unit grants that will vest ratably on the first, second and third anniversaries of the date of the grant, subject to certain conditions.

6. Reflects LTIP Unit grants in lieu of cash compensation that vest on the eighth anniversary of the date of the grant, subject to certain conditions.

7. As described in the Operating Partnership's partnership agreement, after the requisite holding period OP units may be redeemed for cash, or, at the election of the issuer, shares of Class A common stock on a one-for-one basis. OP units have no expiration date.

Remarks:

Exhibit 24.1 - Power of Attorney

	/s/ Michael Fee, attorney-in-fact	05/23/2019
	** 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.