Sec Form 3 Filing - Conversant Capital LLC @ INDUS REALTY TRUST, INC. - 2021-03-03

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Conversant Capital LLC 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) (Last) (First) (Middle) 90 PARK AVENUE 32ND FLOOR, 3. Date of Earliest Transaction (MM/DD/YY) 03/03/2021 (Street) NEW YORK, NY10016 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Common Stock, par value $0.01 per share ( 1 ) ( 2 ) 504,590 I ( 3 ) By: CM Change Industrial LP Common Stock, par value $0.01 per share ( 1 ) ( 2 ) 333,333 I ( 3 ) By: CM Change Industrial II LP

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Warrant ( 1 ) ( 2 ) $ 60 08/24/2020 08/24/2023 Common Stock, $0.01 par value per share 504,590 I ( 3 ) By: CM Change Industrial LP Contingent Value Rights ( 1 ) ( 2 ) $ 50 ( 4 ) ( 4 ) ( 4 ) Common Stock, $0.01 par value per share ( 4 ) 504,590 ( 4 ) I ( 3 ) By: CM Change Industrial LP

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Conversant Capital LLC 90 PARK AVENUE 32ND FLOOR NEW YORK, NY10016 X Conversant GP Holdings LLC 90 PARK AVENUE 32ND FLOOR NEW YORK, NY10016 X Simanovsky Michael 90 PARK AVENUE 32ND FLOOR NEW YORK, NY10016 X Signatures CONVERSANT CAPITAL LLCBy: /s/ Michael SimanovskyMichael Simanovsky, Managing Member 03/15/2021 Signature of Reporting Person Date CONVERSANT GP HOLDINGS LLCBy: /s/Michael SimanovskyMichael Simanovsky, Managing Member 03/15/2021 Signature of Reporting Person Date /s/Michael SimanovskyMichael Simanovsky 03/15/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 3 is filed jointly by Conversant Capital LLC ("Conversant Capital"), Conversant GP Holdings LLC ("Conversant GP") and Michael Simanovsky (collectively, the "Reporting Persons"). ( 2 )(2) Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that may be deemed to collectively beneficially own more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. The filing of this Form 3 shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer he or it does not directly own. ( 3 )Securities owned directly by the fund entity listed. Conversant GP, as the general partner of CM Change Industrial LP and CM Change Industrial II LP, and Conversant Capital, as the investment manager of CM Change Industrial LP and CM Change Industrial II LP, may be deemed to beneficially own the securities owned directly by such fund entities. Mr. Simanovsky, as the sole managing member of Conversant GP and Conversant Capital, may be deemed to beneficially own the securities owned directly by such fund entities. ( 4 )Pursuant to the Contingent Value Rights Agreement, dated August 24, 2020, by and between CM Change and the Issuer (the "CVR Agreement"), CM Change is entitled to receive certain contingent payments from the Issuer in accordance with the terms thereof. The exercise price of the contingent value rights is subject to adjustment in accordance with the terms of the CVR Agreement.

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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