Exhibit 4.1


 


	
  COMMON STOCK

  	
  CUSIP [·]

  
	
  No.

  	
  SEE REVERSE FOR CERTAIN

  
	
   

  	
  DEFINITIONS AND A
  STATEMENT AS TO THE

  
	
   

  	
  RIGHTS, PREFERENCES,
  PRIVILEGES AND

  
	
   

  	
  RESTRICTIONS ON SHARES

  



 





 


INCORPORATED
UNDER THE LAWS OF THE STATE OF MARYLAND


 


This Certifies that                        is
the owner of                       fully
paid and non-assessable Shares of Common Stock, par value $0.01 per share, of
STAG Industrial, Inc. transferable only on the books of the Corporation by
the holder hereof 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 subject to
all of the provisions of the Corporation’s charter, as amended, and bylaws, as
amended.  This Certificate is not valid
until countersigned and registered by the Transfer Agent and Registrar.


 


IN WITNESS WHEREOF, the said
Corporation has caused this Certificate to be signed by its duly authorized
officers and to be sealed with the Seal of the Corporation.


 


Dated:


 


 


	
  Authorized Signatures:

  	
   

  	
   

  	
   

  
	
   

  	
  Kathryn Arnone, Secretary

  	
   

  	
  Benjamin S. Butcher,
  President

  
	
   

  	
   

  	
   

  
	
  Countersigned and
  Registered:

  	
   

  	
   

  
	
  [·]

  	
   

  	
   

  
	
  Transfer Agent and Registrar

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Authorized Signature

  	
   

  	
   

  
					



 

















 


[REVERSE
SIDE OF CERTIFICATE]


 


The Corporation will furnish
to any stockholder, on request and without charge, a full statement of the
information required by Section 2-211(b) of the Corporations and
Associations Article of the Annotated Code of Maryland with respect to the
designations and any preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications, and terms and
conditions of redemption of the shares of each class of stock which the
Corporation has authority to issue and, if the Corporation is authorized to
issue any preferred or special class in series, (i) the differences in the
relative rights and preferences between the shares of each series to the extent
that they have been set and (ii) the authority of the board of directors
of the Corporation to set the relative rights and preferences of subsequent
series. The summary below does not purport to be complete and is subject to and
qualified in its entirety by reference to the charter of the Corporation, as
may be amended from time to time.


 


The shares represented by
this certificate are subject to restrictions on Beneficial and Constructive
Ownership and Transfer for the purpose, among others, of the Corporation’s
maintenance of its status 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, (i) (a)
no Person, other than an Excepted Holder, shall Beneficially Own or
Constructively Own shares of Capital Stock in excess of the Aggregate Stock
Ownership Limit, (b) no Person, other than an Excepted Holder, shall
Beneficially Own or Constructively Own shares of Common Stock in excess of the Common
Stock Ownership Limit and (c) no Excepted Holder shall Beneficially Own or
Constructively Own shares of Capital Stock in excess of the Excepted Holder
Limit for such Excepted Holder; (ii) no Person shall Beneficially Own or
Constructively Own shares of Capital Stock to the extent that such Beneficial
Ownership or Constructive Ownership of Capital Stock would result in the
Corporation (a) being “closely held” within the meaning of
Section 856(h) of the Code (without regard to whether the ownership
interest is held during the last half of a taxable year) or (b) being treated
as a “pension held REIT” within the meaning of
Section 856(h)(3)(D) of the Code (without regard to whether the
ownership interest is held during the last half of a taxable year); (iii) no
person shall Transfer shares of Capital Stock to the extent such Transfer would
result in the Capital Stock being beneficially owned by fewer than one hundred
(100) Persons (determined under the principles of
Section 856(a)(5) of the Code); (iv) except as provided in
Section 6.2.6 hereof, no Person shall Beneficially Own or Constructively
Own shares of Capital Stock to the extent such Beneficial Ownership or
Constructive Ownership would cause the Corporation to Constructively Own ten
percent (10%) or more of the ownership interests in a tenant of the
Corporation’s real property within the meaning of
Section 856(d)(2)(B) of the Code; (v) except as provided in
Section 6.2.6 hereof, no Person shall Beneficially Own or Constructively
Own shares of capital stock to the extent that such ownership would cause any
independent contractor of the Corporation to not be treated as such under
Section 856(d)(3) of the Code; and (vi) no Person shall
Beneficially Own or Constructively Own shares of Capital Stock to the extent
such Beneficial Ownership or Constructive Ownership would otherwise cause the
Corporation to fail to qualify as a REIT.


 


Any Person who Beneficially
Owns or Constructively Owns (or attempts to Beneficially Own or Constructively
Own) shares of Capital Stock which causes or will cause a Person to
Beneficially Own or Constructively Own shares of Capital Stock in excess or in
violation of the above limitations must immediately notify the Corporation (or
in the case of an attempted transaction, to provide the corporation with at
least 15 days’ prior written notice). If any of the restrictions on transfer or
ownership are violated, the shares of Capital Stock in excess or in violation
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 other event may violate the restrictions described above.
Furthermore, upon the occurrence of certain events, attempted Transfers in
violation of the restrictions described above may be void ab initio. All
capitalized terms in this legend have the meanings defined in the charter 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 of the Corporation 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:


 


	
   

  	
   

  	
   

  	
  UNIF GIFT MIN ACT —

  
	
  TEN COM

  	
  —

  	
  as tenants in common

  	
  Custodian

  
	
  TEN ENT

  	
  —

  	
  as tenants by the
  entireties

  	
  (Cust)                                            (Minor)

  
	
  JT TEN

  	
  —

  	
  as joint tenants with
  right of

  	
  under Uniform Gifts to
  Minors

  
	
   

  	
   

  	
  survivorship and not as
  tenants

  	
  Act

  
	
   

  	
   

  	
  in common

  	
  (State)

  



 


For value received,
                       
hereby sells, assigns and transfers unto
              
(Please insert social security or other identifying number of assignee)
              
                  
                              (Please
print or typewrite name and address, including zip code, of assignee)
                               
Shares represented by the within Certificate, and does hereby irrevocably
constitute and appoint                   
                   
     Attorney to transfer the said shares on the books
of the within named Corporation with full power of substitution in the
premises.


 




	
  Dated

  	
   

  	
   

  	
  X

  	
   

  
	
   

  	
   

  	
  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.

  






 


	
  SIGNATURE(S) GUARANTEED

  	
   

  
	
   

  	
  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 17-Ad.