Sec Form 4 Filing - LANDY EUGENE W @ MONMOUTH REAL ESTATE INVESTMENT CORP - 2021-12-08

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 LANDY EUGENE W 2. Issuer Name and Ticker or Trading Symbol MONMOUTH REAL ESTATE INVESTMENT CORP [ MNR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chairman of the Board (Last) (First) (Middle) 101 CRAWFORDS CORNER ROAD, SUITE 1405 3. Date of Earliest Transaction (MM/DD/YY) 12/08/2021 (Street) HOLMDEL, NJ07733 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 MNR Common Stock 12/08/2021 F( 6 ) 49,016 D $ 20.94 1,108,441.497 D MNR Common Stock 12/08/2021 M 65,000 A $ 11.16 1,157,457.497 D MNR Common Stock 12/08/2021 F( 5 ) 47,725 D $ 20.94 1,092,457.497 D MNR Common Stock 12/08/2021 M 65,000 A $ 10.37 1,140,182.497 D MNR Common Stock 12/08/2021 F( 4 ) 55,358 D $ 20.94 1,075,182.497 D MNR Common Stock 12/08/2021 M 65,000 A $ 15.04 1,130,540.497 D MNR Common Stock 12/08/2021 F( 3 ) 59,868 D $ 20.94 1,065,540.497 D MNR Common Stock 12/08/2021 M 65,000 A $ 17.8 1,125,408.497 D MNR Common Stock 12/08/2021 F( 2 ) 51,795 D $ 20.94 1,060,408.497 D MNR Common Stock 12/08/2021 M 65,000 A $ 12.86 1,112,203.497 D MNR Common Stock 12/08/2021 F( 1 ) 54,557 D $ 20.94 1,047,203.497 D MNR Common Stock 12/08/2021 M 65,000 A $ 14.55 1,101,760.497 D MNR Common Stock 194,405 I Eugene W. Landy and Gloria Landy Family Foundation MNR Common Stock 43,748.195 I Juniper Plaza Associates MNR Common Stock 32,866.355 I Windsor Industrial Park Associates MNR Common Stock 97,913.57 I Spouse MNR Common Stock 13,048 I Landy Investments, Ltd. MNR Common Stock 168,293.62 I Landy & Landy Employees' Pension Plan MNR Common Stock 201,426.819 I Landy & Landy Employees' Profit Sharing Plan

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 Stock Option to Purchase Common Stock $ 18.89 10/01/2022 10/01/2029 MNR Common Stock 65,000 65,000 D Stock Option to Purchase Common Stock $ 16.46 01/13/2022 01/13/2029 MNR Common Stock 65,000 65,000 D Stock Option to Purchase Common Stock $ 14.55 12/08/2021 M 65,000( 7 ) 01/13/2021 01/13/2028 MNR Common Stock 65,000 $ 0 0 D Stock Option to Purchase Common Stock $ 12.86 12/08/2021 M 65,000( 7 ) 01/10/2020 01/10/2027 MNR Common Stock 65,000 $ 0 0 D Qualified Stock Option to Purchase Common Stock $ 17.8 12/08/2021 M 65,000( 7 ) 01/03/2019 01/03/2026 MNR Common Stock 65,000 $ 0 0 D Qualified Stock Option to Purchase MNR Common Stock $ 15.04 12/08/2021 M 65,000( 7 ) 01/04/2018 01/04/2025 MNR Common Stock 65,000 $ 0 0 D Qualified Stock Option to Purchase MNR Common Stock $ 10.37 12/08/2021 M 65,000( 7 ) 01/05/2017 01/05/2024 MNR Common Stock 65,000 $ 0 0 D Qualified Stock Option to Purchase MNR Common Stock $ 11.16 12/08/2021 M 65,000( 7 ) 01/05/2016 01/05/2023 MNR Common Stock 65,000 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LANDY EUGENE W 101 CRAWFORDS CORNER ROAD SUITE 1405 HOLMDEL, NJ07733 X Chairman of the Board Signatures Eugene W. Landy 12/08/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents a "net exercise" of outstanding stock options. The reporting person received 10,443 shares of common stock on net exercise of option to purchase 65,000 shares of common stock. The Company withheld 54,557 shares of common stock underlying the option for payment of the exercise price and tax withholdings, using the closing stock price on December 7, 2021 of $20.94, pursuant to the terms of the 2007 Stock Option Plan. ( 2 )Represents a "net exercise" of outstanding stock options. The reporting person received 13,205 shares of common stock on net exercise of option to purchase 65,000 shares of common stock. The Company withheld 51,795 shares of common stock underlying the option for payment of the exercise price and tax withholdings, using the closing stock price on December 7, 2021 of $20.94, pursuant to the terms of the 2007 Stock Option Plan. ( 3 )Represents a "net exercise" of outstanding stock options. The reporting person received 5,132 shares of common stock on net exercise of option to purchase 65,000 shares of common stock. The Company withheld 59,868 shares of common stock underlying the option for payment of the exercise price and tax withholdings, using the closing stock price on December 7, 2021 of $20.94, pursuant to the terms of the 2007 Stock Option Plan. ( 4 )Represents a "net exercise" of outstanding stock options. The reporting person received 9,642 shares of common stock on net exercise of option to purchase 65,000 shares of common stock. The Company withheld 55,358 shares of common stock underlying the option for payment of the exercise price and tax withholdings, using the closing stock price on December 7, 2021 of $20.94, pursuant to the terms of the 2007 Stock Option Plan. ( 5 )Represents a "net exercise" of outstanding stock options. The reporting person received 17,275 shares of common stock on net exercise of option to purchase 65,000 shares of common stock. The Company withheld 47,725 shares of common stock underlying the option for payment of the exercise price and tax withholdings, using the closing stock price on December 7, 2021 of $20.94, pursuant to the terms of the 2007 Stock Option Plan. ( 6 )Represents a "net exercise" of outstanding stock options. The reporting person received 15,984 shares of common stock on net exercise of option to purchase 65,000 shares of common stock. The Company withheld 49,016 shares of common stock underlying the option for payment of the exercise price and tax withholdings, using the closing stock price on December 7, 2021 of $20.94, pursuant to the terms of the 2007 Stock Option Plan. ( 7 )Exercise of Stock Options.

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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