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^*

CCP SBS GP, LLC

(Last)

(First)

(Middle)

375 PARK AVE, 11TH FLOOR

(Street)

NEW YORK

10152

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
INDUS REALTY TRUST, INC. [ INDT ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
04/05/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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	04/05/2022		P		36	A	$72	674,005	I	See footnotes⁽¹⁾⁽⁴⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾
Common Stock	04/05/2022		P		36	A	$72	674,004	I	See footnotes⁽²⁾⁽⁴⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾
Common Stock	04/11/2022		P		4,469	A	$71.9419	678,474	I	See footnotes⁽¹⁾⁽⁴⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾
Common Stock	04/11/2022		P		4,470	A	$71.9419	678,474	I	See footnotes⁽²⁾⁽⁴⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾
Common Stock	04/11/2022		P		62	A	$71.9419	9,419	I	See footnotes⁽³⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾
Common Stock	04/12/2022		P		16,548	A	$72.0818⁽⁹⁾	695,022	I	See footnotes⁽¹⁾⁽⁴⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾
Common Stock	04/12/2022		P		16,547	A	$72.0818⁽⁹⁾	695,021	I	See footnotes⁽²⁾⁽⁴⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾
Common Stock	04/12/2022		P		230	A	$72.0819⁽⁹⁾	9,649	I	See footnotes⁽³⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾

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)

1. Name and Address of Reporting Person^*

CCP SBS GP, LLC

(Last)

(First)

(Middle)

375 PARK AVE, 11TH FLOOR

(Street)

NEW YORK

10152

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

CPREF II AIV II - A, L.P.

(Last)

(First)

(Middle)

375 PARK AVE, 11TH FLOOR

(Street)

NEW YORK

10152

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

CPREF II AIV II - B, L.P.

(Last)

(First)

(Middle)

375 PARK AVE, 11TH FLOOR

(Street)

NEW YORK

10152

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Centerbridge Partners Real Estate Fund SBS II, L.P.

(Last)

(First)

(Middle)

375 PARK AVE, 11TH FLOOR

(Street)

NEW YORK

10152

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Centerbridge Partners Real Estate Associates II, L.P.

(Last)

(First)

(Middle)

375 PARK AVE, 11TH FLOOR

(Street)

NEW YORK

10152

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

CPREF II Cayman GP Ltd.

(Last)

(First)

(Middle)

375 PARK AVE, 11TH FLOOR

(Street)

NEW YORK

10152

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Aronson Jeffrey

(Last)

(First)

(Middle)

375 PARK AVE, 11TH FLOOR

(Street)

NEW YORK

10152

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. These securities are held CPREF II AIV II - A, L.P. ("CPREF II A").

2. These securities are held by CPREF II AIV II - B, L.P. ("CPREF II B").

3. These securities are held by Centerbridge Partners Real Estate Fund SBS II, L.P. ("SBS II" and, together with CPREF II A and CPREF II B, the "Centerbridge Funds").

4. Centerbridge Partners Real Estate Associates II, L.P. ("Centerbridge GP") is the general partner of each of CPREF II A and CPREF II B, and, as such, may be deemed to beneficially own the securities held by CPREF II A and CPREF II B. CPREF II Cayman GP Ltd. ("Cayman GP") is the general partner of Centerbridge GP, and, as such, it may be deemed to beneficially own the securities held by each of CPREF II A and CPREF II B.

5. CCP SBS GP, LLC ("CCP GP") is the general partner of SBS II, and, as such, may be deemed to beneficially own the securities held by SBS II.

6. Jeffrey H. Aronson ("Mr. Aronson"), indirectly, through various intermediate entities controls each of the Centerbridge Funds, and, as such, Mr. Aronson may be deemed to beneficially own the securities held by the Centerbridge Funds.

7. For purposes of this filing, "Reporting Persons" means, as applicable, CPREF II A, CPREF II B, SBS II, Centerbridge GP, CCP GP, Cayman GP and Mr. Aronson.

8. The filing of this statement by the Reporting Persons shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, such Reporting Persons are the beneficial owners of the securities reported herein and each of the Reporting Persons expressly disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Act, except to the extent of such Reporting Person's pecuniary interest therein.

9. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $71.9566 to $72.10 per share, inclusive. The Reporting Persons undertake to provide to Indus Realty Trust, Inc., any security holder of Indus Realty Trust, Inc., or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

Remarks:

	CPREF II AIV II - A, L.P., By: Centerbridge Partners Real Estate Associates II, L.P., its general partner, By: CPREF II Cayman GP Ltd., its general partner, By: /s/ Susanne V. Clark, Name: Susanne V. Clark, Title: Authorized Signatory	04/12/2022
	CPREF II AIV II - B, L.P., By: Centerbridge Partners Real Estate Associates II, L.P., its general partner, By: CPREF II Cayman GP Ltd., its general partner, By: /s/ Susanne V. Clark, Name: Susanne V. Clark, Title: Authorized Signatory	04/12/2022
	CENTERBRIDGE PARTNERS REAL ESTATE FUND SBS II, L.P., By: CCP SBS GP, LLC, its general partner, By: /s/ Susanne V. Clark, Name: Susanne V. Clark, Title: Authorized Signatory	04/12/2022
	CENTERBRIDGE PARTNERS REAL ESTATE ASSOCIATES II, L.P., By: CPREF II Cayman GP Ltd., its general partner, By: /s/ Susanne V. Clark, Name: Susanne V. Clark, Title: Authorized Signatory	04/12/2022
	CPREF II CAYMAN GP LTD., By: /s/ Susanne V. Clark, Name: Susanne V. Clark, Title: Authorized Signatory	04/12/2022
	CCP SBS GP, LLC, By: /s/ Susanne V. Clark, Name: Susanne V. Clark, Title: Authorized Signatory	04/12/2022
	JEFFREY H. ARONSON, /s/ Jeffrey H. Aronson	04/12/2022
	** 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.
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