FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      
1. Name and Address of Reporting Person * Gold Alan D 2. Issuer Name and Ticker or Trading Symbol INNOVATIVE INDUSTRIAL PROPERTIES INC [ IIPR ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)__X__ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Executive Chairman
(Last)         (First)         (Middle)
C/O INNOVATIVE INDUSTRIAL PROPERTIES, 11440 WEST BERNARDO COURT, SUITE 100
3. Date of Earliest Transaction (MM/DD/YYYY)
3/3/2021
(Street)
SAN DIEGO, CA 92127
(City)       (State)       (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Series A Preferred Stock  3/3/2021    S    1829  D $33.4168  53271  D   
Series A Preferred Stock  3/4/2021    S    3570  D $31.4427  49701  D   
Common Stock  3/4/2021    S    6000  D $185.4674  218284  D   
Common Stock                 56500  I  By SLAT (1)
Common Stock                 33750  I  By Children's Trust No. 1 (2)
Common Stock                 33750  I  By Children's Trust No. 2 (2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units 2020  $0 (3)                  (4)  (4) Common Stock  15978    15978  D   
Restricted Stock Units 2021  $0 (3)                  (5)  (5) Common Stock  12612    12612  D   
Performance Share Units 2021  $0                   (6)  (6) Common Stock  31857    31857  D   

Explanation of Responses:
(1)  A Spousal Lifetime Access Trust ("SLAT") for the benefit of the reporting person's spouse and adult children. The reporting person and the reporting person's spouse control the entity that serves as trustee of the SLAT.
(2)  An irrevocable trust of which a family member of the reporting person is a trustee and of which one of the reporting person's adult children is the sole beneficiary.
(3)  Each restricted stock unit ("RSU") represents the contingent right to receive, upon vesting of the RSU, one share of Innovative Industrial Properties, Inc. (the "Company") common stock.
(4)  One-third of the RSUs shall be released from the forfeiture restriction on each of January 1, 2021, January 1, 2022 and January 1, 2023, provided that the reporting person continues to be a non-employee director or employee of the Company on such date. The vesting of RSUs is subject to satisfaction of the vesting conditions under the Company's Nonqualified Deferred Compensation Plan (the "NQDC Plan").
(5)  One-third of the RSUs shall be released from the forfeiture restriction on each of January 1, 2022, January 1, 2023 and January 1, 2024, provided that the reporting person continues to be a non-employee director or employee of the Company on such date. The vesting of RSUs is subject to satisfaction of the vesting conditions under the Company's NQDC Plan.
(6)  Each performance share unit represents the right to receive, following vesting, between 0% and 150% of one share of common stock based upon the achievement of pre-established performance metrics related to relative total shareholder return over performance period beginning January 11, 2021 and ending on December 31, 2023, and certification of such performance by the Compensation Committee following the conclusion of the performance period.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Gold Alan D
C/O INNOVATIVE INDUSTRIAL PROPERTIES
11440 WEST BERNARDO COURT, SUITE 100
SAN DIEGO, CA 92127
X
Executive Chairman

Signatures
/s/ Brian J. Wolfe, Attorney-in-Fact 3/4/2021
**Signature of Reporting Person Date