Form 4 Postal Realty Trust, For: Jan 31 Filed by: Klein Robert B

February 2, 2023 7:41 PM EST

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Washington, D.C. 20549


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
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 *
Klein Robert B

(Last) (First) (Middle)


(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
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)
Code V Amount (A) or (D) Price
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
LTIP Units (1) (2) (3) (2) 01/31/2023   A   45,698     (3)   (2) Class A common stock 45,698.00 $ 15.1309 (4) 45,698 D  
LTIP Units (1) (2) (5) (2) 01/31/2023   A   11,359     (3)   (2) Class A common stock 11,359.00 (4) 57,057 D  
Restricted Stock Units (6) (7) 01/31/2023   A   11,359     (7)   (7) Class A common stock 11,359.00 (7) 30,341 D  
Explanation of Responses:
1. The LTIP Units are a class of limited partnership units of Postal Realty LP (the "Operating Partnership").
2. Following the occurrence of certain events and upon vesting, the LTIP Units are convertible by Postal Realty Trust, Inc. (the "Issuer") into an equivalent number of units of the Operating Partnership ("OP Units"). OP Units are redeemable by the Reporting Person for cash or, at the election of 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.
3. Reflects LTIP Unit grants in lieu of cash compensation that vest on the eighth anniversary of February 1, 2023, subject to certain conditions.
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 average price of the Issuer's Class A common stock for the 10 trading days immediately preceding January 31, 2023, which was $15.1309.
5. The LTIP Units will vest ratably on the first, second and third anniversaries of February 1, 2023, 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, 2025. 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.
/s/ Jie Chai, attorney-in-fact 02/02/2023
** 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.

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