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^*

Schwimmer Howard

(Last)

(First)

(Middle)

11620 WILSHIRE BOULEVARD

SUITE 1000

(Street)

LOS ANGELES

90025

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Rexford Industrial Realty, Inc. [ REXR ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Co-CEO, Co-President

3. Date of Earliest Transaction (Month/Day/Year)
04/21/2023

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, par value $0.01	04/21/2023		C⁽¹⁾		35,505	A	$0.00	86,367	D
Common Stock, par value $0.01								13,575	I	See Footnote⁽²⁾

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)
Performance Units⁽³⁾⁽⁴⁾	⁽³⁾⁽⁴⁾	04/21/2023		M⁽⁵⁾			35,505	⁽³⁾⁽⁴⁾	⁽³⁾⁽⁴⁾	Common Stock, par value $0.01	35,505	$0.00	437,219	D
Operating Partnership Units⁽⁶⁾	⁽⁶⁾	04/21/2023		M⁽⁵⁾		35,505		⁽⁶⁾	⁽⁶⁾	Common Stock, par value $0.01	35,505	$0.00	148,367	D
Operating Partnership Units⁽⁶⁾	⁽⁶⁾	04/21/2023		C⁽¹⁾			35,505	⁽⁶⁾	⁽⁶⁾	Common Stock, par value $0.01	35,505	$0.00	112,862⁽⁷⁾	D
Operating Partnership Units⁽⁶⁾	⁽⁶⁾							⁽⁶⁾	⁽⁶⁾	Common Stock, par value $0.01	7,275		7,275	I	See Footnote⁽⁸⁾
Operating Partnership Units⁽⁶⁾	⁽⁶⁾							⁽⁶⁾	⁽⁶⁾	Common Stock, par value $0.01	42,002		42,002	I	See Footnote⁽⁹⁾

Explanation of Responses:

1. Represents common units of limited partnership interest ("OP Units") of Rexford Industrial Realty, L.P. (the "Operating Partnership") tendered by the Reporting Person for redemption and exchange into common stock of the Issuer in accordance with the terms of the Limited Partnership Agreement of the Operating Partnership.

2. Represents shares of common stock held by the Schwimmer Family Irrevocable Trust (the "Family Trust"), for which the Reporting Person is a trustee. The Reporting Person disclaims beneficial ownership of such common stock, except to the extent of his pecuniary interest therein.

3. Represents Performance Units, a class of limited partnership units in the Operating Partnership. The Performance Units were initially granted on December 29, 2016, pursuant to the Second Amended and Restated Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P. 2013 Incentive Award Plan, and vested on December 28, 2019, based on meeting certain performance-based hurdles. Initially, the Performance Units do not have full parity with OP Units with respect to liquidating distributions. However, upon the occurrence of certain events described in the Operating Partnership's partnership agreement, the Performance Units can over time achieve full parity with the OP Units for all purposes. If such parity is reached, vested Performance Units may be converted into an equal number of OP Units on a one for one basis at any time at the request of the Reporting Person or the general partner of the Operating Partnership.

4. (Continued from Footnote 3) The 35,505 Performance Units referred to herein have vested and reached such parity.

5. Reflects the conversion of 35,505 vested Performance Units into 35,505 OP Units in accordance with the Operating Partnership's partnership agreement.

6. Represents OP Units in the Operating Partnership. The Issuer is the general partner of the Operating Partnership. OP Units are redeemable for cash equal to the then-current market value of one share of common stock, or at the election of the Issuer, for shares of the Issuer's common stock on a one-for-one basis.

7. The Reporting Person also owns the following derivative securities: 510,171 LTIP Units, a class of limited partnership units in the Operating Partnership and

8. Represents OP Units held by the Schwimmer Living Trust dated December 14, 2001, for which the Reporting Person is a trustee. The Reporting Person disclaims beneficial ownership of such OP Units, except to the extent of his pecuniary interest therein.

9. Represents OP Units held by the Family Trust, for which the Reporting Person is a trustee. The Reporting Person disclaims beneficial ownership of such OP Units, except to the extent of his pecuniary interest therein.

Remarks:

	/s/ Howard Schwimmer	04/25/2023
	** 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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