0001104659-23-076539.txt : 20230629 0001104659-23-076539.hdr.sgml : 20230629 20230629213126 ACCESSION NUMBER: 0001104659-23-076539 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230629 FILED AS OF DATE: 20230629 DATE AS OF CHANGE: 20230629 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SMALL ALBERT H JR CENTRAL INDEX KEY: 0001320106 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12879 FILM NUMBER: 231059131 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 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 tm2320085-1_4seq1.xml OWNERSHIP DOCUMENT X0407 4 2023-06-29 1 0001037390 INDUS REALTY TRUST, INC. INDT 0001320106 SMALL ALBERT H JR 641 LEXINGTON AVENUE NEW YORK NY 10022 1 0 0 0 0 Common Stock 2023-06-29 4 D 0 6737 D 0 D Restricted Stock Units 2023-06-29 4 D 0 1483 D Common Stock 1483 0 D Common Stock Options (right to buy) 27.52 2023-06-29 4 D 0 1453 D Common Stock 1453 0 D Common Stock Options (right to buy) 30.71 2023-06-29 4 D 0 1302 D Common Stock 1302 0 D Common Stock Options (right to buy) 25.60 2023-06-29 4 D 0 1562 D Common Stock 1562 0 D Common Stock Options (right to buy) 29.78 2023-06-29 4 D 0 1343 D Common Stock 1343 0 D Common Stock Options (right to buy) 37.65 2023-06-29 4 D 0 1061 D Common Stock 1061 0 D Common Stock Options (right to buy) 36.19 2023-06-29 4 D 0 1104 D Common Stock 1104 0 D Common Stock Options (right to buy) 37.49 2023-06-29 4 D 0 1067 D Common Stock 1067 0 D 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. In addition, immediately prior to the Effective Time, each of the (a) outstanding unexercised stock options was cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the number of shares of common stock underlying such stock option immediately prior to the Effective Time and (ii) the Merger Consideration less the per share exercise price of such stock option, (b) outstanding restricted stock units ("RSUs") was cancelled and converted into the right to receive an amount in cash equal to the product of (i) the number of shares of common stock underlying such RSU immediately prior to the Effective Time and (ii) the Merger Consideration, and (c) outstanding performance-based RSUs ("PSUs") was cancelled and converted into the right to receive an amount in cash equal to the product of (i) the number of shares of common stock underlying such PSU and (ii) the Merger Consideration. /s/ Albert H. Small, Jr. 2023-06-29