Sec Form 4 Filing - Lanzer David E. @ Rexford Industrial Realty, Inc. - 2023-03-13

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 Lanzer David E. 2. Issuer Name and Ticker or Trading Symbol Rexford Industrial Realty, Inc. [ REXR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) General Counsel & Secretary (Last) (First) (Middle) 11620 WILSHIRE BLVD, SUITE 1000 3. Date of Earliest Transaction (MM/DD/YY) 03/13/2023 (Street) LOS ANGELES, CA90025 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 Common Stock, par value $0.01 03/13/2023 C( 1 ) 16,778 A $ 0 16,778 D Common Stock, par value $0.01 03/14/2023 S 16,778 D $ 58.1649 ( 2 ) 0 D

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 ( 3 ) ( 3 ) 03/13/2023 M( 4 ) 16,778 ( 5 ) ( 5 ) Common Stock, par value $0.01 16,778 $ 0 26,098 D Operating Partnership Units ( 6 ) ( 6 ) 03/13/2023 M( 4 ) 16,778 ( 5 ) ( 5 ) Common Stock, par value $0.01 16,778 $ 0 16,778 D Operating Partnership Units ( 6 ) ( 6 ) 03/13/2023 C( 1 ) 16,778 ( 5 ) ( 5 ) Common Stock, par value $0.01 16,778 $ 0 0 D Performance Units ( 7 ) ( 7 ) ( 5 ) ( 5 ) Common Stock, par value $0.01 30,904 30,904 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Lanzer David E. 11620 WILSHIRE BLVD SUITE 1000 LOS ANGELES, CA90025 General Counsel & Secretary Signatures /s/ David E. Lanzer 03/14/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents common units of limited partnership interest ("OP Units") of Rexford Industrial Realty, L.P. (the "Operating Partnership") tendered by the Reporting Person for redemption and exchange into common stock of the Issuer in accordance with the Operating Partnership's partnership agreement. ( 2 )This transaction was executed in multiple trades at prices ranging from $58.00 to $58.35. The price reported above reflects the weighted average sale price. Full information regarding the number of shares sold at each price shall be provided upon request to the Staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer. ( 3 )Represents LTIP Units, a class of limited partnership units in the Operating Partnership, issued as long term incentive compensation subject to time-based vesting pursuant to the Second Amended and Restated Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P. 2013 Incentive Award Plan. Initially, the LTIP Units do not have full parity with OP Units with respect to liquidating distributions. However, upon the occurrence of certain events described in the Operating Partnership's partnership agreement, the LTIP Units can over time achieve full parity with the OP Units for all purposes. If such parity is reached, vested LTIP Units may be converted into an equal number of OP Units on a one for one basis at any time at the request of the Reporting Person or the general partner of the Operating Partnership. The 16,788 LTIP Units referred to herein have vested and reached such parity. ( 4 )Reflects the conversion of 16,778 vested LTIP Units into 16,778 OP Units. ( 5 )n/a ( 6 )Represents OP Units in the Operating Partnership. The Issuer is the general partner of the Operating Partnership. OP Units are redeemable for cash equal to the then-current market value of one share of common stock, or at the election of the Issuer, for shares of the Issuer's common stock on a one-for-one basis. ( 7 )Performance Units are a class of limited partnership units in Operating Partnership. Initially, the Performance Units do not have full parity with OP Units with respect to liquidating distributions. However, upon the occurrence of certain events described in the Operating Partnership's partnership agreement, the Performance Units can over time achieve full parity with the OP Units for all purposes. If such parity is reached, vested Performance Units may be converted into an equal number of OP Units on a one for one basis at any time at the request of the Reporting Person or the general partner of the Operating Partnership. OP Units are redeemable by the holder for an equivalent number of shares of the Issuer's common stock or for the cash value of such shares, at the Issuer's election.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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