UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549 

 

FORM 10-K/A 

(Amendment No. 1) 

 

(Mark One) 

| þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|--------|--------------------------------------------------------------------------------------|

For the fiscal year ended December 31, 2014 

OR 

|  ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|--------|------------------------------------------------------------------------------------------|

For the transition period from                    to                    

Commission File Number: 001-36008 

 

Rexford Industrial Realty, Inc. 

(Exact name of registrant as specified in its charter) 

 

 

| MARYLAND                                                       |   | 46-2024407                           |
|----------------------------------------------------------------|--------|--------------------------------------|
| (State or other jurisdiction of incorporation or organization) |   | (I.R.S. Employer Identification No.) |
| 11620 Wilshire Boulevard, Suite 1000,

Los Angeles, California |   | 90025                                |
| (Address of principal executive offices)                       |   | (Zip Code)                           |

(310) 966-1680 

(Registrant’s telephone number, including area code) 

N/A 

(Former name, former address and former fiscal year, if changed since last report) 

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

|                               |   |                                                                    |
|------------------------------------|--------|-------------------------------------------------------------------------|
| Title of Each Class |   | Name of Each Exchange on Which Registered |
| Common Stock, $0.01 par value      |   | New York Stock Exchange                                                 |

 

Securities registered pursuant to Section 12(g) of the Act: None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes   ̈    No  þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes   ̈    No  þ    

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  þ    No   ̈

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  þ    No   ̈

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.     ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. 

 

| Large accelerated filer   ̈ |   | Accelerated filer  þ |   | Non-accelerated filer   ̈ |   | Smaller reporting company   ̈ |
|-------------------------------------------|--------|-------------------------------------|--------|-----------------------------------------|--------|---------------------------------------------|

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes   ̈    No  þ

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The aggregate market value of the voting stock held by non-affiliates of the registrant based upon the closing sale price of the registrant’s common stock on June 30, 2014 as reported on the New York Stock Exchange (“NYSE”) was approximately $361,065,880. The registrant had no non-voting common equity outstanding on such date. This amount excludes 267,895 shares of the registrant’s common stock held by the executive officers and directors. Exclusion of such shares should not be construed to indicate that any such person possesses the power, direct or indirect, to direct or cause the direction of the management or policies of the registrant or that such person is controlled by or under common control with the registrant.  

The number of shares of common stock outstanding at March 2, 2015 was 55,329,363.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive proxy statement with respect to its 2015 Annual Meeting of Stockholders to be filed not later than 120 days after the end of the registrant’s fiscal year are incorporated by reference into Part III of this Form 10-K 

 

 

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EXPLANATORY NOTE

 

Rexford Industrial Realty, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (the “Amended Filing”) to amend its Annual Report on Form 10-K for the fiscal year ended December 31, 2014, as filed with the Securities and Exchange Commission on March 9, 2015 (the “Original Filing”). The purpose of this Amended Filing is to correct the inadvertent checking of the fifth box on the cover of the Original Filing, as the Company will be providing disclosure of delinquent filers in the Company’s definitive proxy incorporated by reference in Part III.  We have correctly unchecked this box on the cover page of this Amended Filing.

 

No other revisions or amendments have been made to any other portion of the Original Filing. This Amended Filing does not otherwise update information in the Original Filing to reflect facts or events occurring subsequent to the date of the Original Filing. 

 

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SIGNATURES

Pursuant to the requirements of the Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. 

 

|           |   | Rexford Industrial Realty, Inc.                                       |
|----------------|--------|-----------------------------------------------------------------------|
| March 24, 2015 |   |  

/s/ Michael S. Frankel                                        |
|           |   | Michael S. Frankel                                                    |
|           |   | Co-Chief Executive Officer (Principal Executive Officer)              |
| March 24, 2015 |   |  

/s/ Howard Schwimmer                                          |
|           |   | Howard Schwimmer                                                      |
|           |   | Co-Chief Executive Officer (Principal Executive Officer)              |
| March 24, 2015 |   |  

/s/ Adeel Khan                                                |
|           |   | Adeel Khan                                                            |
|           |   | Chief Financial Officer

(Principal Financial and Accounting Officer) |