Sec Form 4 Filing - Widoff Joshua J @ ARES INDUSTRIAL REAL ESTATE INCOME TRUST Inc. - 2023-02-01

Insider filing report for Changes in Beneficial Ownership
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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
Widoff Joshua J
2. Issuer Name and Ticker or Trading Symbol
ARES INDUSTRIAL REAL ESTATE INCOME TRUST Inc. [ NONE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Partner, GC and Secretary
(Last) (First) (Middle)
1200 SEVENTEENTH STREET, SUITE 9200
3. Date of Earliest Transaction (MM/DD/YY)
02/01/2023
(Street)
DENVER, CO80202
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
Class I Operating Partnership Units ( 1 ) 02/01/2023 J( 1 ) 138,070.8397 ( 1 ) ( 2 ) Class I Common Stock 138,070.8397 $ 0 138,070.8397 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Widoff Joshua J
1200 SEVENTEENTH STREET
SUITE 9200
DENVER, CO80202
Partner, GC and Secretary
Signatures
/s/ Andrew Ko, Attorney-in-Fact 02/02/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Class I Operating Partnership Units ("Class I OP Units") were acquired by the reporting person on February 1, 2023 as consideration for the redemption of the reporting person's interest in a limited partnership. No cash consideration was paid. Beginning on January 1, 2024, the reporting person may request that AIREIT Operating Partnership LP, a subsidiary of the Issuer, redeem all or a portion of the Class I OP Units for cash, unless the Issuer's board of directors determines that the redemption of the Class I OP Units for cash would be prohibited by applicable law, the Issuer's charter, or the Operating Partnership's limited partnership agreement (the "OP Agreement"), in which case the Class I OP Units will be redeemed for shares of the Issuer's Class I common stock, subject to any limitations on redemption in the OP agreement. Any such redemption of Class I OP Units will be priced at the then-current NAV of such Class I OP Units.
( 2 )There is no expiration date for the reporting person's ability to request redemption of the Class I OP Units.

Remarks:
Exhibit 24 - Power of Attorney.

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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