Howard Schwimmer Form 4 Rexford Industrial Realty / Howard Schwimmer ownership change

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)
01/11/2024

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)

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⁽¹⁾	⁽¹⁾	01/11/2024		A		91,328⁽²⁾		⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock, par value $0.01	91,328	⁽¹⁾⁽²⁾	528,547⁽³⁾	D

Explanation of Responses:

1. Performance Units are a class of limited partnership units in Rexford Industrial Realty, L.P., the operating partnership of the Issuer (the "Operating Partnership"). Initially, the Performance Units do not have full parity with common limited partnership units of the Operating Partnership ("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. OP Units are redeemable by the holder for an equivalent number of shares of the Issuer's common stock ("Shares") or for the cash value of such Shares, at the Issuer's election.

2. Reflects Performance Units that were initially granted on December 22, 2020, pursuant to the Amended and Restated Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P 2013 Incentive Award Plan, that were subject to performance-based vesting conditions. On December 31, 2023, the measurement period for the performance award ended and on January 11, 2024, the compensation committee of the board of directors certified that 91,328 Performance Units were earned and vested. The number of vested Performance Units reported herein includes 4,847 distribution equivalent units. The vested Performance Units are nonforfeitable as of December 31, 2023.

3. The Reporting Person also owned the following securities: (i) 578,168 LTIP Units, a class of limited partnership units in the Operating Partnership, (ii) 159,039 OP Units, of which 7,275 OP Units are held by the Schwimmer Living Trust dated December 14, 2001 (the "Living Trust") of which the Reporting Person is a trustee, and of which 42,002 OP Units are held by the Schwimmer Family Irrevocable Trust (the "Family Trust") of which the Reporting Person is a trustee, and (iii) 64,437 Shares, of which 13,575 Shares are held by the Family Trust of which the Reporting Person is a trustee. The Reporting Person disclaims beneficial ownership of the OP Units and Shares held by the Living Trust and the Family Trust, except to the extent of his pecuniary interest therein.

Remarks:

	/s/ Howard Schwimmer	01/16/2024
	** 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).
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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Howard Schwimmer Form 4Rexford Industrial Realty / Howard Schwimmer ownership change