Ownership Submission
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 OF SECURITIES

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
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
Crooker William R
  2. Issuer Name and Ticker or Trading Symbol
STAG Industrial, Inc. [STAG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP, CFO and Treasurer
(Last)
(First)
(Middle)
C/O STAG INDUSTRIAL, INC., ONE FEDERAL STREET, 23RD FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
01/04/2019
(Street)

BOSTON, MA 02110
4. If Amendment, Date Original Filed(Month/Day/Year)
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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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
Common Stock 01/04/2019   C(1)(2)   11,051 A (1) 23,454 (11) D  
Common Stock 01/04/2019   S(2)   21,479 D $ 24.2842 (3) 1,975 D  
Common Stock 01/07/2019   A   17,543 (4) A (5) 19,518 D  
Common Stock 01/07/2019   F   7,814 D $ 24.33 11,704 D  
Common Stock 01/07/2019   S(2)   9,729 D $ 24.5112 (10) 1,975 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)

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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year)
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
LTIP Units (6) (6) 01/04/2019   C(1)(2)     11,051   (6)   (6) Common Stock, par value $0.01 per share 11,051 (1) (6) 48,892 D  
Partnership Units (7) (7) 01/04/2019   C(1)(2)   11,051     (7)   (7) Common Stock, par value $0.01 per share 11,051 (1) (7) 11,051 D  
Partnership Units (7) (7) 01/04/2019   C(1)(2)     11,051   (7)   (7) Common Stock, par value $0.01 per share 11,051 (1) (7) 0 D  
LTIP Units (8) (6) (8) 01/07/2019   A   16,376     (6)(8)   (6) Common Stock, par value $0.01 per share 16,376 (6) (8) 65,268 D  
LTIP Units (5) (5) (6) 01/07/2019   A   13,488 (9)     (5)(6)   (6) Common Stock, par value $0.01 per share 13,488 (5) (6) 78,756 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Crooker William R
C/O STAG INDUSTRIAL, INC.
ONE FEDERAL STREET, 23RD FLOOR
BOSTON, MA 02110
      EVP, CFO and Treasurer  

Signatures

 /s/ Jeffrey M. Sullivan, Attorney-in-Fact   01/08/2019
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The reporting person converted 11,051 long-term incentive plan units ("LTIP Units") of STAG Industrial Operating Partnership, L.P., a Delaware limited partnership (the "OperatingPartnership"), of which STAG Industrial, Inc., a Maryland corporation (the "Issuer"), is the sole member of the general partner, into 11,051 common units of limited partnership of the OperatingPartnership ("OP Units") and redeemed 11,051 OP Units. The LTIP Units are convertible into OP Units as they are non-forfeitable and certain conditions to parity have been satisfied. The OPUnits held by the reporting person are redeemable for cash equal to the current market value of one share of the Issuer's common stock or, at the Issuer's election, for shares of the Issuer'scommon stock on a one-for-one basis. The Issuer elected to redeem the reporting person's OP Units with common stock.
(2) The LTIP Units were converted, the OP Units were redeemed and the shares were sold pursuant to an approved Rule 10b5-1 Trading Plan entered into by the reporting person on December 5,2018 in compliance with the Rule 10b5-1 Guidelines adopted by the Board of Directors of the Issuer (the "Board").
(3) This represents the weighted average sales price. Sales prices range from $24.08 to $24.58. Upon request by the Securities and Exchange Commission (the "SEC"), the Issuer or a stockholder of theIssuer, the reporting person will provide full information regarding the number of shares sold at each separate price.
(4) Represents the number of shares of common stock earned as of December 31, 2018 under the performance unit award made in March 2016.
(5) The shares of common stock and LTIP Units were granted to the reporting person by the Board. The shares of common stock and LTIP Units were earned by the reporting person based on aperformance unit award made in March 2016 pursuant to the Issuer's 2011 Equity Incentive Plan, as amended (the "Equity Incentive Plan"). The reporting person earned 263% of the target numberof performance units over a three-year performance period. The Compensation Committee of the Board determined the number of shares of common stock and LTIP Units earned on January 7,2019. The shares of common stock are fully vested as of the date of issuance. The LTIP Units are subject to forfeiture until December 31, 2019. For more information on the terms of the performance unit award, please see the Issuer's definitive proxy statement filed with the SEC.
(6) Represents LTIP Units granted to the reporting person pursuant to the Equity Incentive Plan. Over time, the LTIP Units can achieve full parity with OP Units for all purposes. If suchparity is reached, non-forfeitable LTIP Units may be converted into OP Units and then may be redeemed for cash equal to the then-current market value of one share of the Issuer's common stock or, at the Issuer's election, for shares of the Issuer's common stock on a one-for-one basis. LTIP Units do not have an expiration date.
(7) Represents OP Units in the Operating Partnership. OP Units may be redeemed for cash equal to the then-current market value of one share of the Issuer's common stock or, at the Issuer's election, for shares of the Issuer's common stock on a one-for-one basis. The OP Units are vested as of the date of issuance and have no expiration date.
(8) The LTIP Units were granted to the reporting person on January 7, 2019 pursuant to the Equity Incentive Plan. The LTIP Units vest on a quarterly basis over a four-year period.
(9) Represents the number of LTIP Units earned as of December 31, 2018 under the performance unit award made in March 2016.
(10) This represents the weighted average sales price. Sales prices range from $24.33 to $24.73. Upon request by the SEC, the Issuer or a stockholder of the Issuer, the reporting person will provide full information regarding the number of shares sold at each separate price.
(11) The amount reflects an increase of approximately 23 shares of common stock from the reporting person's previous ending balance to correct an administrative error.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.