Sec Form 4 Filing - Brandwein Matt @ Postal Realty Trust, Inc. - 2024-02-02

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
Brandwein Matt
2. Issuer Name and Ticker or Trading Symbol
Postal Realty Trust, Inc. [ PSTL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
SVP & Chief Accounting Officer
(Last) (First) (Middle)
C/O POSTAL REALTY TRUST, INC., 75 COLUMBIA AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
02/02/2024
(Street)
CEDARHURST, NY11516
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
Class A common stock 02/02/2024 M 1,621 ( 1 ) A 90,115 D
Class A common stock 02/02/2024 F 882 D $ 14.22 ( 2 ) 89,233 D
Class A common stock ( 3 ) 02/02/2024 A 11,846 ( 3 ) A $ 14.3497 ( 4 ) 101,079 D
Class A common stock ( 5 ) 02/02/2024 A 11,846 ( 5 ) A $ 0 112,925 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
Restricted Stock Units ( 6 ) 02/02/2024 M 3,242 ( 1 ) ( 1 ) Class A common stock 3,242 ( 1 ) 8,542 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Brandwein Matt
C/O POSTAL REALTY TRUST, INC.
75 COLUMBIA AVENUE
CEDARHURST, NY11516
SVP & Chief Accounting Officer
Signatures
/s/ Jie Chai, attorney-in-fact 02/06/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )As previously reported, on February 11, 2021, the Reporting Person was granted 3,242 performance-based restricted stock units (the "RSUs"), and, depending on the level of achievement of certain performance-based hurdles during the three-year performance period ended on December 31, 2023 (the "Measurement Period"), the actual number of RSUs earned could range from 50% to 150% of the target RSUs. On February 2, 2024, 1,621 RSUs vested based on the achievement of certain performance goals during the Measurement Period after the Corporate Governance and Compensation Committee of the Board of Directors of Postal Realty Trust, Inc. (the "Issuer") certified the Reporting Person's achievement relative to the applicable performance objectives during the Measurement Period and approved the vesting of the RSUs with respect to these shares.
( 2 )In accordance with the Issuer's 2019 Equity Incentive Plan (the "Plan"), Performance Units (as defined in the Plan) convert into the Issuer's Class A common stock on a one-for-one basis.
( 3 )Reflects a grant of restricted shares of Class A common stock of the Issuer in lieu of cash compensation that vested 100% on the date of grant.
( 4 )The price of the securities acquired by the Reporting Person is based on the volume weighted average price of the Issuer's Class A common stock for the 10 trading days immediately preceding February 2, 2024, which was $14.3497.
( 5 )Reflects a grant of restricted shares of the Issuer's Class A common stock that vest on the eighth anniversary of February 1, 2024, subject to certain conditions.
( 6 )Each RSU represents a contingent right to receive shares of the Issuer's Class A common stock.

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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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