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).

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^*

Spodek Andrew

(Last)

(First)

(Middle)

C/O POSTAL REALTY TRUST, INC.

75 COLUMBIA AVENUE

(Street)

CEDARHURST

11516

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Postal Realty Trust, Inc. [ PSTL ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2024

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)
LTIP Units⁽¹⁾⁽²⁾⁽³⁾	⁽¹⁾	02/12/2024		A		132,693		⁽²⁾	⁽¹⁾	Class A common stock	132,693	$14.2328⁽⁴⁾	740,638	D
LTIP Units⁽¹⁾⁽³⁾⁽⁵⁾	⁽¹⁾	02/12/2024		A		19,223		⁽⁵⁾	⁽¹⁾	Class A common stock	19,223	⁽¹⁾	759,861	D
Restricted Stock Units⁽⁶⁾	⁽⁷⁾	02/12/2024		A		23,495		⁽⁷⁾	⁽⁷⁾	Class A common stock	23,495	⁽⁷⁾	61,125	D

Explanation of Responses:

1. Following the occurrence of certain events and upon vesting, the LTIP Units are convertible into an equivalent number of limited partnership units of Postal Realty LP (the "Operating Partnership") ("OP Units"). OP Units are redeemable by the Reporting Person for cash or, at the election of Postal Realty Trust, Inc. (the "Issuer"), shares of Class A common stock of the Issuer on a one-for-one basis or the cash value of such shares. LTIP Units do not have expiration dates.

2. Reflects LTIP Unit grants in lieu of cash compensation that vest on the eighth anniversary of February 1, 2024, subject to certain conditions.

3. The LTIP Units are a class of limited partnership units of the Operating Partnership.

4. The LTIP Units were granted in lieu of cash compensation. The price of the securities acquired by the Reporting Person is based on the volume weighted average price of the Issuer's Class A common stock for the 10 trading days immediately preceding February 12, 2024, which was $14.2328.

5. The LTIP Units will vest ratably on the first, second and third anniversaries of February 1, 2024, subject to continued employment with the Issuer.

6. The Reporting Person may earn up to 200% of the RSUs granted.

7. The RSUs are market-based awards and are subject to and will vest upon achievement of certain performance-based hurdles and continued employment with the Issuer during the three-year performance period ending on December 31, 2026. Upon vesting, the RSUs that vest will be settled in shares of the Issuer's Class A common stock and the Reporting Person will be entitled to receive the distributions that would have been paid with respect to each share of the Issuer's Class A common stock received upon settlement on or after the date the RSUs were initially granted.

Remarks:

	/s/ Jie Chai, attorney-in-fact.	02/14/2024
	** 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).
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