Monmouth Real Estate Investment Form 4 / EUGENE W LANDY 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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

LANDY EUGENE W

(Last)

(First)

(Middle)

101 CRAWFORDS CORNER ROAD

SUITE 1405

(Street)

HOLMDEL

07733

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MONMOUTH REAL ESTATE INVESTMENT CORP [ MNR ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chairman of the Board

3. Date of Earliest Transaction (Month/Day/Year)
02/25/2022

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	02/25/2022		D		1,108,443.623	D	⁽¹⁾⁽²⁾⁽³⁾	0	D
Common Stock	02/25/2022		D		194,405	D	⁽¹⁾⁽²⁾	0	I	Eugene W. Landy and Gloria Landy Family Foundation
Common Stock	02/25/2022		D		43,748.195	D	⁽¹⁾⁽²⁾	0	I	Juniper Plaza Associates
Common Stock	02/25/2022		D		32,866.355	D	⁽¹⁾⁽²⁾	0	I	Windsor Industrial Park Associates
Common Stock	02/25/2022		D		97,913.57	D	⁽¹⁾⁽²⁾	0	I	Spouse
Common Stock	02/25/2022		D		13,048	D	⁽¹⁾⁽²⁾	0	I	Landy Investments, Ltd.
Common Stock	02/25/2022		D		168,293.62	D	⁽¹⁾⁽²⁾	0	I	Landy & Landy Employees' Pension Plan
Common Stock	02/25/2022		D		201,426.819	D	⁽¹⁾⁽²⁾	0	I	Landy & Landy Employees' Profit Sharing Plan

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)
Option to Purchase Common Stock	⁽¹⁾⁽⁴⁾	02/25/2022		D			65,000	⁽¹⁾⁽⁴⁾	⁽¹⁾⁽⁴⁾	MNR Common Stock	65,000	⁽¹⁾⁽⁴⁾	0	D
Option to Purchase Common Stock	⁽¹⁾⁽⁴⁾	02/25/2022		D			65,000	⁽¹⁾⁽⁴⁾	⁽¹⁾⁽⁴⁾	MNR Common Stock	65,000	⁽¹⁾⁽⁴⁾	0	D

Explanation of Responses:

1. On February 25, 2022, pursuant to the Agreement and Plan of Merger, dated as of November 5, 2021 and as amended on February 7, 2022 (the "Merger Agreement"), by and among Monmouth Real Estate Investment Corporation ("Monmouth"), Industrial Logistics Properties Trust ("ILPT"), and Maple Delaware Merger Sub LLC ("Merger Sub"), Monmouth merged with and into Merger Sub (the "Merger"), with Merger Sub surviving as a wholly owned subsidiary of ILPT.

2. At the effective time of the Merger (the "Effective Time"), each share of common stock, par value $0.01 per share, of Monmouth that was issued and outstanding immediately prior to the Effective Time (other than shares owned by Monmouth, ILPT or Merger Sub) was automatically converted into the right to receive $21.00 per share in cash (the "Common Stock Consideration"), without interest and subject to applicable withholding tax.

3. At the Effective Time, each Monmouth restricted stock award outstanding immediately prior to the Effective Time, whether vested or unvested, became fully vested and was converted into the right to receive the Common Stock Consideration.

4. At the Effective Time, each Monmouth stock option outstanding immediately prior to the Effective Time, whether vested or unvested, became fully vested and was converted into the right to receive the spread between the Common Stock Consideration and the exercise price.

	Eugene W. Landy	02/25/2022
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Monmouth Real Estate Investment (MNR-PC) Form 4MONMOUTH REAL ESTATE INVESTMENT / EUGENE W LANDY ownership change