SEC FORM 4

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^*

Conversant Capital LLC

(Last)

(First)

(Middle)

25 DEFOREST AVENUE

3RD FLOOR

(Street)

SUMMIT

07901

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
INDUS REALTY TRUST, INC. [ INDT ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/29/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Rule 10b5-1(c) Transaction Indication

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

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	06/29/2023		D		533,333	D	⁽¹⁾	0	I	See footnotes⁽²⁾⁽³⁾
Common Stock	06/29/2023		D		515,755	D	⁽¹⁾	0	I	See footnotes⁽³⁾⁽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)
Warrant	$58.7	06/29/2023		D			515,747	08/24/2020	08/24/2023	Common Stock, $0.01 par value per share	515,747	⁽⁵⁾	0	I⁽³⁾	See footnotes⁽³⁾⁽⁴⁾

1. Name and Address of Reporting Person^*

Conversant Capital LLC

(Last)

(First)

(Middle)

25 DEFOREST AVENUE

3RD FLOOR

(Street)

SUMMIT

07901

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Conversant GP Holdings LLC

(Last)

(First)

(Middle)

25 DEFOREST AVENUE

3RD FLOOR

(Street)

SUMMIT

07901

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Simanovsky Michael

(Last)

(First)

(Middle)

25 DEFOREST AVENUE

3RD FLOOR

(Street)

SUMMIT

07901

(City)

(State)

(Zip)

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger, dated February 22, 2023, by and among the Issuer, IR Parent, LLC ("Parent") and IR Merger Sub II, Inc., the Issuer became a subsidiary of Parent upon consummation of the merger (the "Effective Time"). At the Effective Time, each of the outstanding shares of common stock was cancelled and converted into the right to receive $67 in cash (the "Merger Consideration"), without interest.

2. These shares of the Issuer's Common Stock are held by CM Change Industrial II LP.

3. Conversant GP Holdings LLC ("Conversant GP"), as the general partner of CM Change Industrial LP and CM Change Industrial II LP, Conversant Capital LLC ("Conversant Capital"), as the investment manager of CM Change Industrial LP and CM Change Industrial II LP, and Mr. Simanovsky, as the sole managing member of Conversant GP and Conversant Capital, may be deemed to beneficially own the securities owned directly by CM Change Industrial LP and CM Change Industrial II LP, but each of them disclaims beneficial ownership of such securities except to the extent of such person's pecuniary interest therein.

4. These shares of the Issuer's Common Stock are held by CM Change Industrial LP.

5. Immediately prior to the Effective Time, the Warrant was cancelled and converted into the right to receive an amount in cash, without interest, equal to the product obtained by multiplying (x) the aggregate number of shares of Common Stock underlying the Warrant immediately prior to the Effective Time by (y) an amount equal to the Merger Consideration less the per share exercise price of the Warrant.

	CONVERSANT CAPITAL LLC By: /s/ Michael Simanovsky, Managing Member	06/30/2023
	CONVERSANT GP HOLDINGS LLC By: /s/ Michael Simanovsky, Managing Member	06/30/2023
	/s/ Michael Simanovsky	06/30/2023
	** 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).
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SEC Form 4 filed by Conversant Capital Llc