Sec Form 4 Filing - HASTINGS CATHERINE @ INNOVATIVE INDUSTRIAL PROPERTIES INC - 2022-01-11

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 HASTINGS CATHERINE 2. Issuer Name and Ticker or Trading Symbol INNOVATIVE INDUSTRIAL PROPERTIES INC [ IIPR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CFO AND TREASURER (Last) (First) (Middle) C/O INNOVATIVE INDUSTRIAL PROPERTIES, 11440 WEST BERNARDO COURT, SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 01/11/2022 (Street) SAN DIEGO, CA92127 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 10,599 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 Performance Share Units 2022 $ 0 01/11/2022 A 12,317 ( 1 ) ( 1 ) Common Stock 12,317 $ 0 12,317 D Restricted Stock Units 2022 $ 0( 2 ) 01/11/2022 A 4,635 ( 3 ) ( 3 ) Common Stock 4,635 $ 0 4,635 D Restricted Stock Units 2020 $ 0( 2 ) ( 4 ) ( 4 ) Common Stock 7,323 7,323 D Restricted Stock Units 2021 $ 0 ( 5 ) ( 5 ) Common Stock 2,607 2,607 D Performance Share Units 2021 $ 0 ( 6 ) ( 6 ) Common Stock 8,496 8,496 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HASTINGS CATHERINE C/O INNOVATIVE INDUSTRIAL PROPERTIES 11440 WEST BERNARDO COURT, SUITE 100 SAN DIEGO, CA92127 CFO AND TREASURER Signatures /s/ Brian J. Wolfe, Attorney-in-Fact 01/12/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each performance share unit represents the right to receive, following vesting, between 0% and 150% of one share of common stock based upon the achievement of pre-established performance metrics related to relative total stockholder return over the performance period beginning January 11, 2022 and ending on December 31, 2024, and certification of such performance by the Compensation Committee of the Board of Directors of Innovative Industrial Properties, Inc. (the "Company") following the conclusion of the performance period. ( 2 )Each restricted stock unit ("RSU") represents the contingent right to receive, upon vesting of the RSU, one share of the Company's common stock. ( 3 )One-third of the RSUs shall be released from the forfeiture restriction on each of January 1, 2023, January 1, 2024 and January 1, 2025, provided that thereporting person continues to be a non-employee director or employee of the Company on such date. The vesting of RSUs is subject to satisfaction of the vesting conditions under the Company's Nonqualified Deferred Compensation Plan (the "NQDC Plan"). ( 4 )One-third of the RSUs shall be released from the forfeiture restriction on each of January 1, 2021, January 1, 2022 and January 1, 2023, provided that thereporting person continues to be a non-employee director or employee of the Company on such date. The vesting of RSUs is subject to satisfaction of the vesting conditions under the Company's NQDC Plan. ( 5 )One-third of the RSUs shall be released from the forfeiture restriction on each of January 1, 2022, January 1, 2023 and January 1, 2024, provided that thereporting person continues to be a non-employee director or employee of the Company on such date. The vesting of RSUs is subject to satisfaction of the vesting conditions under the Company's NQDC Plan. ( 6 )Each performance share unit represents the right to receive, following vesting, between 0% and 150% of one share of common stock based upon theachievement of pre-established performance metrics related to relative total stockholder return over the performance period beginning January 11, 2021 and ending on December 31, 2023, and certification of such performance by the Compensation Committee of the Board of Directors of the Company following the conclusion of the performance period.

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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