Form 4 - Statement of changes in beneficial ownership of securities

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Raney John Connor

(Last)

(First)

(Middle)

2195 S. DOWNING STREET

(Street)

DENVER

CO

80210

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MODIV INDUSTRIAL, INC. [ MDV ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	COO and General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
02/03/2025

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)
Class X Units	⁽¹⁾⁽²⁾	02/03/2025		A		162,500⁽³⁾		⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	COMMON STOCK, CLASS C	162,500	$0	162,500	D
Class X Units	⁽¹⁾⁽²⁾	02/03/2025		G			162,500⁽⁴⁾	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	COMMON STOCK, CLASS C	162,500	$0	0	D
Class X Units	⁽¹⁾⁽²⁾	02/03/2025		G		162,500⁽⁴⁾		⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	COMMON STOCK, CLASS C	162,500	$0	162,500	I	By trust⁽⁵⁾
Class C Units	⁽⁶⁾							⁽⁶⁾	⁽⁶⁾	COMMON STOCK, CLASS C	63,332.5		63,332.5	I	By trust⁽⁵⁾⁽⁷⁾

Explanation of Responses:

1. Represents Class X units of limited partnership interest ("Class X Units") of Modiv Operating Partnership, LP ("Modiv OP"), the operating partnership of Modiv Industrial, Inc. (the "Company"), and of which the Company is the general partner. Class X Units vest according to the terms of the award agreement pursuant to which the Class X Units were granted to the reporting person. Under the limited partnership agreement of Modiv OP, upon vesting, such Class X Units automatically convert into units of Class C limited partnership interests of Modiv OP ("Class C Units"), provided that the value of Modiv OP has appreciated such that the capital account of the holder of Class X Units is equal to the capital account balance attributable to a Class C Unit on a per unit basis.

2. After such Class C Units have been outstanding for at least one year (inclusive of any holding period for any Class X Units converted into Class C Units), the holder may require Modiv OP to exchange all or a portion of such holder's Class C Units for cash or, at the option of the Company, shares of the Company's Class C Common Stock, $0.001 par value per share (the "Class C Common Stock"), on a one-for-one basis. Class X Units have no expiration date.

3. Represents a grant of unvested Class X Units, all of which vest on February 3, 2030, subject to the reporting person's continued service on such date and subject to acceleration upon certain events.

4. Represents a gift of 162,500 Class X Units by the reporting person to a revocable trust for which the reporting person is a trustee and which was established for the benefit of the reporting person's immediate family members.

5. Represents securities held by a revocable trust of which the reporting person is a trustee and which was established for the benefit of the reporting person's immediate family members.

6. Represents Class C Units of Modiv OP. After such Class C Units have been outstanding for at least one year, the holder may require Modiv OP to exchange all or a portion of such holder's Class C Units for cash or, at the option of the Company, shares of Class C Common Stock on a one-for-one basis. Class C Units have no expiration date.

7. Previously reported as directly owned.

	/s/ John C. Raney	02/05/2025
	** 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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