Sec Form 4 Filing - Gold Alan D @ INNOVATIVE INDUSTRIAL PROPERTIES INC - 2021-03-12

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 Gold Alan D 2. Issuer Name and Ticker or Trading Symbol INNOVATIVE INDUSTRIAL PROPERTIES INC [ IIPR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive Chairman (Last) (First) (Middle) C/O INNOVATIVE INDUSTRIAL PROPERTIES, 11440 WEST BERNARDO COURT, SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 03/12/2021 (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 03/12/2021 S 4,000 D $ 185 214,284 D Common Stock 56,500 I By SLAT ( 1 ) Common Stock 33,750 I By Children's Trust No. 1 ( 2 ) Common Stock 33,750 I By Children's Trust No. 2 ( 2 )

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 Restricted Stock Units 2020 $ 0 ( 3 ) ( 4 ) ( 4 ) Common Stock 15,978 15,978 D Restricted Stock Units 2021 $ 0 ( 3 ) ( 5 ) ( 5 ) Common Stock 12,612 12,612 D Performance Share Units 2021 $ 0 ( 6 ) ( 6 ) Common Stock 31,857 31,857 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Gold Alan D C/O INNOVATIVE INDUSTRIAL PROPERTIES 11440 WEST BERNARDO COURT, SUITE 100 SAN DIEGO, CA92127 X Executive Chairman Signatures /s/ Brian J. Wolfe, Attorney-in-Fact 03/16/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )A Spousal Lifetime Access Trust ("SLAT") for the benefit of the reporting person's spouse and adult children. The reporting person and the reporting person's spouse control the entity that serves as trustee of the SLAT. ( 2 )An irrevocable trust of which a family member of the reporting person is a trustee and of which one of the reporting person's adult children is the sole beneficiary. ( 3 )Each restricted stock unit ("RSU") represents the contingent right to receive, upon vesting of the RSU, one share of Innovative Industrial Properties, Inc. (the "Company") common stock. ( 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 the reporting 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"). ( 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 the reporting 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 the achievement of pre-established performance metrics related to relative total shareholder return over performance period beginning January 11, 2021 and ending on December 31, 2023, and certification of such performance by the Compensation Committee 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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