Sec Form 4 Filing - Sullivan Jeffrey M @ STAG Industrial, Inc. - 2021-01-07

FORM 4 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 Sullivan Jeffrey M 2. Issuer Name and Ticker or Trading Symbol STAG Industrial, Inc. [ STAG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP, GC and Secretary (Last) (First) (Middle) C/O STAG INDUSTRIAL, INC., ONE FEDERAL STREET, 23RD FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 01/07/2021 (Street) BOSTON, MA02110 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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

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 LTIP Units ( 1 ) ( 1 ) ( 2 ) 01/07/2021 A 10,665 ( 1 )( 2 ) ( 2 ) Common Stock, par value $0.01 per share 10,665 ( 1 ) ( 2 ) 140,115 D LTIP Units ( 3 ) ( 2 ) ( 3 ) 01/07/2021 A 27,047 ( 4 ) ( 2 )( 3 ) ( 2 ) Common Stock, par value $0.01 per share 27,047 ( 2 ) ( 3 ) 167,162 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sullivan Jeffrey M C/O STAG INDUSTRIAL, INC. ONE FEDERAL STREET, 23RD FLOOR BOSTON, MA02110 EVP, GC and Secretary Signatures /s/ Jeffrey M. Sullivan 01/11/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The long-term incentive plan units ("LTIP Units") of STAG Industrial Operating Partnership, L.P., a Delaware limited partnership (the "Operating Partnership"), of which STAG Industrial, Inc., a Maryland corporation (the "Issuer"), is the sole member of the general partner, were granted to the reporting person on January 7, 2021 pursuant to the Issuer's 2011 Equity Incentive Plan, as amended (the "Equity Incentive Plan"). The LTIP Units vest on a quarterly basis over a four-year period. ( 2 )Represents LTIP Units granted to the reporting person pursuant to the Equity Incentive Plan. Over time, the LTIP Units can achieve full parity with common units of limited partnership of the Operating Partnership ("OP Units") for all purposes. If such parity is reached, non-forfeitable LTIP Units may be converted into OP Units and then may be redeemed for cash equal to the then-current market value of one share of the Issuer's common stock or, at the Issuer's election, for shares of the Issuer's common stock on a one-for-one basis. LTIP Units do not have an expiration date. ( 3 )The LTIP Units were granted to the reporting person by the Board of Directors of the Issuer (the "Board"). The LTIP Units were earned by the reporting person based on a performance unit award made in January 2018 pursuant to the Equity Incentive Plan. The reporting person earned 140% of the target number of performance units over a three-year performance period. The Compensation Committee of the Board determined the number of LTIP Units earned on January 7, 2021. 15,440 LTIP Units are fully vested as of the issuance date, and 11,607 LTIP Units are subject to forfeiture until December 31, 2021. For more information on the terms of the performance unit award, please see the Issuer's definitive proxy statement filed with the SEC. ( 4 )Represents the number of LTIP Units earned as of December 31, 2020 under the performance unit award made in January 2018.

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).

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