Form of Specimen Certificate



 Exhibit 4.1 

 
  
 



 
 By 
 AUTHORIZED SIGNATURE 
 THIS CERTIFIES THAT

 is the owner of 
 CUSIP 
 DATED 

COUNTERSIGNED AND REGISTERED: 
 COMPUTERSHARE TRUST COMPANY, N.A. 
 TRANSFER AGENT
AND REGISTRAR, 
 FULLY-PAID AND NON-ASSESSABLE SHARES OF THE 7.75% SERIES A CUMULATIVE REDEEMABLE PREFERRED

 STOCK OF 
 Terreno Realty Corporation (hereinafter called the “Company”), transferable on the books of the Company in 

person or by duly authorized attorney, upon surrender of this Certificate properly endorsed. This Certificate and

 the shares represented hereby, are issued and shall be held subject to all of the provisions of the Articles
of 
 Incorporation, as amended, and the By-Laws, as amended, of the Company (copies of which are on file with
the 
 Company and with the Transfer Agent), to all of which each holder, by acceptance hereof, assents. This

 Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar. 

Witness the facsimile seal of the Company and the facsimile signatures of its duly authorized officers. 

SERIES A CUMULATIVE 
 REDEEMABLE PREFERRED STOCK 
 PAR VALUE $0.01

 SERIES A CUMULATIVE 
 REDEEMABLE PREFERRED STOCK 
 THIS CERTIFICATE IS
TRANSFERABLE IN 
 CANTON, MA AND NEW YORK, NY 

SEE REVERSE FOR CERTAIN DEFINITIONS 
 Certificate 
 Number 

Shares 
 TERRENO REALTY CORPORATION 
 INCORPORATED UNDER THE
LAWS OF THE STATE OF MARYLAND 
 Chairman, Chief Executive Officer and Secretary 

President, Chief Financial Officer and Treasurer 
 88146M 20 0 
 016570|
003590|127C|RESTRICTED||4|057-423 
 <<Month Day, Year>> 

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David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Sample **** Mr. Sample 
 **000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares*** 

*000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****
 

000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****0
 

00000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****00
 

0000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000
 

000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****0000
 

00**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****00000
 

0**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000
 

**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000*
 

*Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**
 

Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**S
 
 ***ZERO HUNDRED THOUSAND 
 ZERO HUNDRED AND ZERO*** 
 MR. SAMPLE &
MRS. SAMPLE & 
 MR. SAMPLE & MRS. SAMPLE 

NNNNN 
 ZQ 000000 
 Certificate Numbers 

1234567890/1234567890 
 1234567890/1234567890 
 1234567890/1234567890

 1234567890/1234567890 
 1234567890/1234567890 
 1234567890/1234567890

 Total Transaction 
 Num/No. 
 123456 

Denom. 
 123456 
 Total 

1234567 
 MR A SAMPLE 
 DESIGNATION (IF ANY) 

ADD 1 
 ADD 2 
 ADD 3 

ADD 4 
 PO BOX 43004, Providence, RI 02940-3004 
 CUSIP
XXXXXX XX X 
 Holder ID XXXXXXXXXX 
 Insurance Value 1,000,000.00 
 Number of Shares
123456 
 DTC 12345678 123456789012345 







  
  

TERRENO REALTY CORPORATION 
 THE COMPANY WILL
FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS, A SUMMARY OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OF THE COMPANY AND THE QUALIFICATIONS, LIMITATIONS OR
RESTRICTIONS OF SUCH PREFERENCES AND RIGHTS, AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES, WHICH ARE FIXED BY THE ARTICLES OF INCORPORATION OF THE COMPANY, AS AMENDED, AND THE RESOLUTIONS OF THE BOARD OF
DIRECTORS OF THE COMPANY, AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES. SUCH REQUEST MAY BE MADE TO THE OFFICE OF THE SECRETARY OF THE COMPANY OR TO THE TRANSFER AGENT. THE BOARD OF DIRECTORS MAY REQUIRE THE
OWNER OF A LOST OR DESTROYED STOCK CERTIFICATE, OR HIS LEGAL REPRESENTATIVES, TO GIVE THE COMPANY A BOND TO INDEMNIFY IT AND ITS TRANSFER AGENTS AND REGISTRARS AGAINST ANY CLAIM THAT MAY BE MADE AGAINST THEM ON ACCOUNT OF THE ALLEGED LOSS OR
DESTRUCTION OF ANY SUCH CERTIFICATE. 
 THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON BENEFICIAL OWNERSHIP AND
CONSTRUCTIVE OWNERSHIP AND TRANSFER FOR THE PURPOSE, AMONG OTHERS, OF THE CORPORATION’S MAINTENANCE OF ITS QUALIFICATION AS A REAL ESTATE INVESTMENT TRUST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”). SUBJECT TO
CERTAIN FURTHER RESTRICTIONS AND EXCEPT AS EXPRESSLY PROVIDED IN THE CORPORATION’S CHARTER, (1) NO INDIVIDUAL SHALL BENEFICIALLY OWN SHARES OF SERIES A PREFERRED STOCK (I) THAT, TAKING INTO ACCOUNT ANY OTHER CAPITAL STOCK BENEFICIALLY
OWNED BY SUCH INDIVIDUAL, WOULD RESULT IN SUCH INDIVIDUAL BENEFICIALLY OWNING CAPITAL STOCK IN EXCESS OF THE AGGREGATE STOCK OWNERSHIP LIMIT OR (II) IN EXCESS OF THE PREFERRED STOCK OWNERSHIP LIMIT; (2) NO PERSON, OTHER THAN AN EXCEPTED HOLDER,
SHALL BENEFICIALLY OWN OR CONSTRUCTIVELY OWN SHARES OF SERIES A PREFERRED STOCK (I) THAT, TAKING INTO ACCOUNT ANY OTHER CAPITAL STOCK BENEFICIALLY OWNED OR CONSTRUCTIVELY OWNED BY SUCH PERSON, WOULD RESULT IN SUCH PERSON BENEFICIALLY OWNING OR
CONSTRUCTIVELY OWNING CAPITAL STOCK IN EXCESS OF THE AGGREGATE STOCK OWNERSHIP LIMIT OR (II) IN EXCESS OF THE PREFERRED STOCK OWNERSHIP LIMIT, AND NO EXCEPTED HOLDER SHALL BENEFICIALLY OWN OR CONSTRUCTIVELY OWN SHARES OF CAPITAL STOCK IN EXCESS OF
THE EXCEPTED HOLDER LIMIT FOR SUCH EXCEPTED HOLDER; (3) NO PERSON SHALL BENEFICIALLY OWN OR CONSTRUCTIVELY OWN SHARES OF SERIES A PREFERRED STOCK TO THE EXTENT THAT SUCH BENEFICIAL OWNERSHIP OR CONSTRUCTIVE OWNERSHIP, TAKING INTO ACCOUNT ANY
OTHER CAPITAL STOCK BENEFICIALLY OWNED OR CONSTRUCTIVELY OWNED BY SUCH PERSON, WOULD RESULT IN THE CORPORATION FAILING TO QUALIFY AS A REIT; AND (4) ANY TRANSFER OF SHARES OF SERIES A PREFERRED STOCK THAT, IF EFFECTIVE, WOULD RESULT IN THE
CAPITAL STOCK BEING BENEFICIALLY OWNED BY FEWER THAN 100 PERSONS (DETERMINED UNDER THE PRINCIPLES OF SECTION 856(A)(5) OF THE CODE) SHALL BE VOID AB INITIO, AND THE INTENDED TRANSFEREE SHALL ACQUIRE NO RIGHTS IN SUCH SHARES OF SERIES A
PREFERRED STOCK. ANY PERSON WHO BENEFICIALLY OWNS OR CONSTRUCTIVELY OWNS OR ATTEMPTS TO BENEFICIALLY OWN OR CONSTRUCTIVELY OWN SHARES OF SERIES A PREFERRED STOCK WHICH CAUSES OR WILL CAUSE A PERSON TO BENEFICIALLY OWN OR CONSTRUCTIVELY OWN SHARES OF
SERIES A PREFERRED STOCK IN EXCESS OR IN VIOLATION OF THE ABOVE LIMITATIONS MUST IMMEDIATELY NOTIFY THE CORPORATION, OR, IN THE CASE OF SUCH A PROPOSED OR ATTEMPTED TRANSACTION, GIVE AT LEAST 15 DAYS PRIOR WRITTEN NOTICE. IF ANY OF THE RESTRICTIONS
ON TRANSFER OR OWNERSHIP AS SET FORTH IN (I) THROUGH (III) ABOVE ARE VIOLATED, THE SHARES OF SERIES A PREFERRED STOCK IN EXCESS OR IN VIOLATION OF THE ABOVE LIMITATIONS WILL BE AUTOMATICALLY TRANSFERRED TO A TRUSTEE OF A TRUST FOR THE BENEFIT
OF ONE OR MORE CHARITABLE BENEFICIARIES. IN ADDITION, THE CORPORATION MAY REDEEM SHARES UPON THE TERMS AND CONDITIONS SPECIFIED BY THE BOARD OF DIRECTORS IN ITS SOLE DISCRETION IF THE BOARD OF DIRECTORS DETERMINES THAT OWNERSHIP OR A TRANSFER OR
NON-TRANSFER EVENT OR OTHER EVENT MAY VIOLATE THE RESTRICTIONS DESCRIBED ABOVE. FURTHERMORE, UPON THE OCCURRENCE OF CERTAIN EVENTS, ATTEMPTED TRANSFERS IN VIOLATION OF THE RESTRICTIONS DESCRIBED IN (I) THROUGH (III) ABOVE MAY BE VOID AB
INITIO. ALL CAPITALIZED TERMS IN THIS LEGEND HAVE THE MEANINGS DEFINED IN THE ARTICLES SUPPLEMENTARY FOR THE SERIES A PREFERRED STOCK OF THE CORPORATION, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH, INCLUDING THE RESTRICTIONS
ON TRANSFER AND OWNERSHIP, WILL BE FURNISHED TO EACH HOLDER OF CAPITAL STOCK ON REQUEST AND WITHOUT CHARGE. REQUESTS FOR SUCH A COPY MAY BE DIRECTED TO THE SECRETARY OF THE CORPORATION AT ITS PRINCIPAL OFFICE. 

 

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though
they were written out in full according to applicable laws or regulations: 
  

																			
		 	 TEN COM
	 	- as tenants in common	 	UNIF GIFT MIN ACT - 	 	 	 	Custodian 	 	 	 			
		 		 		 		 	(Cust)	 		 	(Minor)	 			
		 	 TEN ENT
	 	- as tenants by the entireties	 		 	under Uniform Gifts to Minors Act	 	 	 			
		 		 		 		 		 		 		 	(State)	 			
		 	 JT TEN
	 	- as joint tenants with right of survivorship	 	UNIF TRF MIN ACT - 	 	 	 	Custodian (until age	 		 	 	 	 	)	  
		 		 		 		 	(Cust)	 		 		 		 			
		 		 		 		 	 	 	under Uniform Transfers to Minors Act	 	 	 			
		 		 		 		 	(Minor)	 		 		 	(State)	 			
		 	 Additional abbreviations may also be used though not in the above list.
	 		 		 			

 
  

			
		 	PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
	For value received,
                                        
hereby sell, assign and transfer unto	 	 

  
  
 (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE) 
  

 
  

 
  

					
	 	  	 	Shares	  
	of the Series A Cumulative Redeemable Preferred Stock represented by the within Certificate, and do hereby irrevocably constitute and appoint	  			

  

					
	 	  	 	Attorney	  
	to transfer the said stock on the books of the within-named Corporation with full power of substitution in the premises.	  			

  

									
	 Dated:
	 	
                         
                                         
                           20
                _
	  		  	Signature(s) Guaranteed: Medallion Guarantee Stamp
		 		  		  	THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (Banks, Stockbrokers, Savings and
Loan Associations and Credit Unions) WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15
	 Signature:
	 	 	  		  
		 		 		  	 	  
	 Signature:
	 	 	  		  
		 	Notice:	 	The signature to this assignment must correspond with the name as written upon the face of the certificate, in every particular, without alteration or enlargement, or any change
whatever.	  		  
		 		 		  		  	 
		 		 		  		  	 
					
		 		 		  		  	
	



	  		  	 The IRS requires that we report the cost basis of certain shares acquired after January 1, 2011. If your shares were covered by
the legislation and you have sold or transferred the shares and requested a specific cost basis calculation method, we have processed as requested. If you did not specify a cost basis calculation method, we have defaulted to the first in, first out
(FIFO) method. Please visit our website or consult your tax advisor if you need additional information about cost basis.
  
 If you do not keep in contact with us or do not have any activity in your account for the time periods specified by state law, your property could become subject to state unclaimed property laws and
transferred to the appropriate state.