Sec Form 13D Filing - Conversant Capital LLC filing for INDUS REALTY TRUST INC. (INDT) - 2021-10-12

---

CUSIP No. 45580R103

Page 3

1	NAMES OF REPORTING PERSONS
	Conversant GP Holdings LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			1,049,088 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			1,049,088 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,049,088 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☑
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	10.6% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1)	Excludes 504,590 shares of Common Stock issuable upon the exercise of the Warrant in accordance with the Ownership Limitation. See Item 5(a).
(2)	Calculated in accordance with the Ownership Limitation based on CM Change Industrial LP’s exercise of the Warrant. See Item 5(a).

The purchase of Shares described in Item 4 of Amendment No. 2 was made using an aggregate amount of approximately $13,200,000 from the purchaser’s working capital.

Item 4 is hereby amended by the addition of the following:

On October 8, 2021, CM Change II purchased 200,000 Shares in an offering by the Issuer. The foregoing description of the offering is qualified in its entirety by the Issuer’s Prospectus Supplement on Form 424(b)(5), filed with the Securities Exchange Commission on October 7, 2021.

Item 5(a) is hereby amended and restated to read as follows:

The Warrant contains restrictions on exercise such that it may not be exercised if the number of shares of Common Stock to be issued pursuant to such exercise or conversion would result in the holder beneficially owning (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules thereunder (“Section 13(d)”)) in excess of 9.90% of all of the Common Stock outstanding at such time (the “Ownership Limitation”). Each of the Reporting Persons (other than CM Change II) disclaims beneficial ownership of any and all shares of Common Stock issuable upon the exercise of the Warrant to the extent that such exercise would cause aggregate beneficial ownership of CM Change or its affiliates to exceed or remain above the Ownership Limitation.

Item 5(b) is hereby amended and restated to read as follows:

Item 5(c) is hereby amended to add the following:

Except as described in Item 4 of this Amendment No. 2, as of the date of this Amendment No. 2 the Reporting Persons have not entered into any transactions in the Common Stock during the past sixty days.

On October 8, 2021, CM Change II purchased 200,000 Shares in an offering by the Issuer, as described in Item 4 of Amendment No. 2

	CONVERSANT CAPITAL LLC
	By:	/s/ Michael Simanovsky
		Name:	Michael Simanovsky
		Title:	Managing Member

	CONVERSANT GP HOLDINGS LLC
	By:	/s/ Michael Simanovsky
		Name:	Michael Simanovsky
		Title:	Managing Member

	CM CHANGE INDUSTRIAL II LP   By:  Conversant GP Holdings LLC, its general partner
	By:	/s/ Michael Simanovsky
		Name:	Michael Simanovsky
		Title:	Managing Member