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).

1. Name and Address of Reporting Person^*

CCP SBS GP, LLC

(Last)

(First)

(Middle)

375 PARK AVE, 11TH FLOOR

(Street)

NEW YORK

10152

(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)

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		J⁽⁴⁾⁽⁵⁾		8,686,917	A	⁽⁴⁾⁽⁵⁾	10,199,334	I	See footnotes⁽¹⁾⁽³⁾⁽⁶⁾⁽⁷⁾
Common Stock								15	I	See footnotes⁽²⁾⁽³⁾⁽⁶⁾⁽⁷⁾

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)

1. Name and Address of Reporting Person^*

CCP SBS GP, LLC

(Last)

(First)

(Middle)

375 PARK AVE, 11TH FLOOR

(Street)

NEW YORK

10152

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CPREF II AIV II - A, L.P.

(Last)

(First)

(Middle)

375 PARK AVE, 11TH FLOOR

(Street)

NEW YORK

10152

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CPREF II AIV II - B, L.P.

(Last)

(First)

(Middle)

375 PARK AVE, 11TH FLOOR

(Street)

NEW YORK

10152

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Centerbridge Partners Real Estate Fund SBS II, L.P.

(Last)

(First)

(Middle)

375 PARK AVE, 11TH FLOOR

(Street)

NEW YORK

10152

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Centerbridge Partners Real Estate Associates II, L.P.

(Last)

(First)

(Middle)

375 PARK AVE, 11TH FLOOR

(Street)

NEW YORK

10152

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CPREF II Cayman GP Ltd.

(Last)

(First)

(Middle)

375 PARK AVE, 11TH FLOOR

(Street)

NEW YORK

10152

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Aronson Jeffrey

(Last)

(First)

(Middle)

375 PARK AVE, 11TH FLOOR

(Street)

NEW YORK

10152

(City)

(State)

(Zip)

Explanation of Responses:

1. These securities are held by IR Parent, LLC ("Parent").

2. These securities are held by CB IR Holdings, L.P. ("CB IR Holdings").

3. CB IR Holdings is the controlling member of Parent. Centerbridge Partners Real Estate Associates II, L.P. ("Centerbridge GP") is the general partner of CB IR Holdings. CPREF II Cayman GP Ltd. ("Cayman GP") is the general partner of Centerbridge GP. Jeffrey H. Aronson, indirectly, through various intermediate entities controls CB IR Holdings and Parent and, as such, Mr. Aronson may be deemed to beneficially own the securities held by CB IR Holdings and Parent.

4. On June 29, 2023, the Issuer, Parent, and IR Merger Sub II, Inc., a Maryland corporation and a wholly-owned subsidiary of Parent ("Merger Sub" and, together with Parent, the "Parent Parties"), consummated the transactions contemplated by that Agreement and Plan of Merger, dated as of February 22, 2023 (the "Merger Agreement"). Upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger"). Upon completion of the Merger, the Issuer survived and the separate corporate existence of Merger Sub ceased. Immediately prior to the Merger, Parent held 8,686,917 shares of Merger Sub, as the sole stockholder of Merger Sub, which shares were converted into shares of common stock of the entity surviving the Merger in connection with the Merger, on the terms and conditions set forth in the Merger Agreement.

5. Immediately prior to the Merger, each of CPREF II AIV II - A, L.P. ("CPREF II A"), CPREF II AIV II - B, L.P. ("CPREF II B") and Centerbridge Partners Real Estate Fund SBS II, L.P. ("SBS II") contributed an aggregate of 1,512,432 shares of Common Stock, representing all the shares of Common Stock held by them, to CB IR Holdings, which then directly or indirectly contributed 1,512,417 of such shares to Parent in return for a direct or indirect equity ownership in Parent. Each issued and outstanding share of Common Stock held by the Parent Parties or any of their respective affiliates that were issued and outstanding as of the Merger effective time were unaffected by the Merger and remained issued and outstanding as one share of common stock of the entity surviving the Merger.

6. For purposes of this filing, "Reporting Persons" means, as applicable, CPREF II A, CPREF II B, SBS II, Centerbridge GP, CCP GP, Cayman GP and Mr. Aronson.

7. The filing of this statement by the Reporting Persons shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, such Reporting Persons are the beneficial owners of the securities reported herein and each of the Reporting Persons expressly disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Act, except to the extent of such Reporting Person's pecuniary interest therein.

Remarks:

	CPREF II AIV II - A, L.P., By: Centerbridge Partners Real Estate Associates II, L.P., its general partner, By: CPREF II Cayman GP Ltd., its general partner, By: /s/ Susanne V. Clark, Name: Susanne V. Clark, Title: Authorized Signatory	06/30/2023
	CPREF II AIV II - B, L.P., By: Centerbridge Partners Real Estate Associates II, L.P., its general partner, By: CPREF II Cayman GP Ltd., its general partner, By: /s/ Susanne V. Clark, Name: Susanne V. Clark, Title: Authorized Signatory	06/30/2023
	CENTERBRIDGE PARTNERS REAL ESTATE FUND SBS II, L.P., By: CCP SBS GP, LLC, its general partner, By: /s/ Susanne V. Clark, Name: Susanne V. Clark, Title: Authorized Signatory	06/30/2023
	CENTERBRIDGE PARTNERS REAL ESTATE ASSOCIATES II, L.P., By: CPREF II Cayman GP Ltd., its general partner, By: /s/ Susanne V. Clark, Name: Susanne V. Clark, Title: Authorized Signatory	06/30/2023
	CPREF II CAYMAN GP LTD., By: /s/ Susanne V. Clark, Name: Susanne V. Clark, Title: Authorized Signatory	06/30/2023
	CCP SBS GP, LLC, By: /s/ Susanne V. Clark, Name: Susanne V. Clark, Title: Authorized Signatory	06/30/2023
	JEFFREY H. ARONSON, /s/ Jeffrey H. Aronson	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).
** 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.