0000895345-23-000400.txt : 20230630
0000895345-23-000400.hdr.sgml : 20230630
20230630143221
ACCESSION NUMBER: 0000895345-23-000400
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230629
FILED AS OF DATE: 20230630
DATE AS OF CHANGE: 20230630
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Simanovsky Michael
CENTRAL INDEX KEY: 0001596522
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-12879
FILM NUMBER: 231061123
MAIL ADDRESS:
STREET 1: 90 PARK AVENUE
STREET 2: 32ND FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10016
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Conversant GP Holdings LLC
CENTRAL INDEX KEY: 0001850910
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-12879
FILM NUMBER: 231061124
BUSINESS ADDRESS:
STREET 1: 90 PARK AVENUE 32ND FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10016
BUSINESS PHONE: 9175153729
MAIL ADDRESS:
STREET 1: 90 PARK AVENUE 32ND FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10016
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Conversant Capital LLC
CENTRAL INDEX KEY: 0001850901
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-12879
FILM NUMBER: 231061125
BUSINESS ADDRESS:
STREET 1: 25 DEFOREST AVENUE, 3RD FLOOR
CITY: SUMMIT
STATE: NJ
ZIP: 07901
BUSINESS PHONE: 9175153729
MAIL ADDRESS:
STREET 1: 25 DEFOREST AVENUE, 3RD FLOOR
CITY: SUMMIT
STATE: NJ
ZIP: 07901
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: INDUS REALTY TRUST, INC.
CENTRAL INDEX KEY: 0001037390
STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500]
IRS NUMBER: 060868486
STATE OF INCORPORATION: MD
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 641 LEXINGTON AVENUE
STREET 2: 26TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 2122187910
MAIL ADDRESS:
STREET 1: 641 LEXINGTON AVENUE
STREET 2: 26TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
FORMER COMPANY:
FORMER CONFORMED NAME: GRIFFIN INDUSTRIAL REALTY, INC.
DATE OF NAME CHANGE: 20150515
FORMER COMPANY:
FORMER CONFORMED NAME: GRIFFIN LAND & NURSERIES INC
DATE OF NAME CHANGE: 19970408
4
1
form4.xml
X0407
4
2023-06-29
true
0001037390
INDUS REALTY TRUST, INC.
INDT
0001850901
Conversant Capital LLC
25 DEFOREST AVENUE
3RD FLOOR
SUMMIT
NJ
07901
true
true
0001850910
Conversant GP Holdings LLC
25 DEFOREST AVENUE
3RD FLOOR
SUMMIT
NJ
07901
true
true
0001596522
Simanovsky Michael
25 DEFOREST AVENUE
3RD FLOOR
SUMMIT
NJ
07901
true
true
false
Common Stock
2023-06-29
4
D
0
533333
D
0
I
See footnotes
Common Stock
2023-06-29
4
D
0
515755
D
0
I
See footnotes
Warrant
58.7
2023-06-29
4
D
0
515747
D
2020-08-24
2023-08-24
Common Stock, $0.01 par value per share
515747
0
I
See footnotes
Pursuant to the Agreement and Plan of Merger, dated February 22, 2023, by and among the Issuer, IR Parent, LLC ("Parent") and IR Merger Sub II, Inc., the Issuer became a subsidiary of Parent upon consummation of the merger (the "Effective Time"). At the Effective Time, each of the outstanding shares of common stock was cancelled and converted into the right to receive $67 in cash (the "Merger Consideration"), without interest.
These shares of the Issuer's Common Stock are held by CM Change Industrial II LP.
Conversant GP Holdings LLC ("Conversant GP"), as the general partner of CM Change Industrial LP and CM Change Industrial II LP, Conversant Capital LLC ("Conversant Capital"), as the investment manager of CM Change Industrial LP and CM Change Industrial II LP, and Mr. Simanovsky, as the sole managing member of Conversant GP and Conversant Capital, may be deemed to beneficially own the securities owned directly by CM Change Industrial LP and CM Change Industrial II LP, but each of them disclaims beneficial ownership of such securities except to the extent of such person's pecuniary interest therein.
These shares of the Issuer's Common Stock are held by CM Change Industrial LP.
Immediately prior to the Effective Time, the Warrant was cancelled and converted into the right to receive an amount in cash, without interest, equal to the product obtained by multiplying (x) the aggregate number of shares of Common Stock underlying the Warrant immediately prior to the Effective Time by (y) an amount equal to the Merger Consideration less the per share exercise price of the Warrant.
CONVERSANT CAPITAL LLC
By: /s/ Michael Simanovsky, Managing Member
2023-06-30
CONVERSANT GP HOLDINGS LLC
By: /s/ Michael Simanovsky, Managing Member
2023-06-30
/s/ Michael Simanovsky
2023-06-30