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^*

Klein Robert B

(Last)

(First)

(Middle)

C/O POSTAL REALTY TRUST, INC.

75 COLUMBIA AVENUE

(Street)

CEDARHURST

11516

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/02/2024

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)
Class A common stock	02/02/2024		M		4,929⁽¹⁾	A	⁽²⁾	57,652	D
Class A common stock	02/02/2024		F		2,039	D	$14.22⁽²⁾	55,613	D

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)
Restricted Stock Units⁽¹⁾	⁽³⁾	02/02/2024		M			9,859⁽¹⁾	⁽¹⁾	⁽¹⁾	Class A common stock	9,859	⁽²⁾	20,482	D

Explanation of Responses:

1. As previously reported, on February 11, 2021, the Reporting Person was granted 9,859 performance-based restricted stock units (the "RSUs"), and, depending on the level of achievement of certain performance-based hurdles during the three-year performance period ended on December 31, 2023 (the "Measurement Period"), the actual number of RSUs earned could range from 50% to 150% of the target RSUs. On February 2, 2024, 4,929 RSUs vested based on the achievement of certain performance goals during the Measurement Period after the Corporate Governance and Compensation Committee of the Board of Directors of Postal Realty Trust, Inc. (the "Issuer") certified the Reporting Person's achievement relative to the applicable performance objectives during the Measurement Period and approved the vesting of the RSUs with respect to these shares.

2. In accordance with the Issuer's 2019 Equity Incentive Plan (the "Plan"), Performance Units (as defined in the Plan) convert into the Issuer's Class A common stock on a one-for-one basis.

3. Each RSU represents a contingent right to receive shares of the Issuer's Class A common stock.

Remarks:

	/s/ Jie Chai, attorney-in-fact	02/06/2024
	** 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).
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