SEC Form 4

FORM 4		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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* RAU JOHN (Last) (First) (Middle) 311 S. WACKER DRIVE SUITE 3900 (Street) CHICAGO IL 60606 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol FIRST INDUSTRIAL REALTY TRUST INC [ FR ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 05/07/2014
	4. If Amendment, Date of 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

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	05/07/2014		A		3,850(1)	A	(2)	51,242	D

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 Securities Underlying Derivative Security (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: 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

Explanation of Responses:

1. Represents restricted shares granted under First Industrial's 2014 Stock Incentive Plan. All such shares vest upon the earlier of (i) the first anniversary of grant or (ii) the issuer's annual stockholder meeting, where directors are elected, next following the date of grant.

2. No figure applicable.

Remarks:

	/s/John W. Lee, attorney-in-fact	05/08/2014
	** Signature of Reporting Person	Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

                            POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints John W. Lee and Scott A. Musil, and each of them (with full power to
each of them to act alone), his true and lawful attorneys-in-fact and agents,
with full power of substitution and re-substitution, for him and in his name,
place and stead, in any and all capacities, to sign Forms ID or any comparable
form subsequently adopted by the Securities and Exchange Commission, and any
amendments thereto, and  Statements of Changes in Beneficial Ownership on Form 4
and Annual Statements of Changes in Beneficial Ownership on Form 5, or any
comparable forms subsequently adopted by the Securities and Exchange Commission,
and any amendments thereto, with respect to the undersigned's direct or indirect
ownership, acquisition, disposition or other transfer of any securities of First
Industrial Realty Trust, Inc. or any of its affiliates; and to file any of the
above forms with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection with such matters, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or his substitute or substitutes
may lawfully do or cause to be done by virtue hereof.

     The powers granted hereby shall be effective on and as of the date hereof
and, unless earlier revoked by written instrument, shall continue in effect for
so long as the undersigned, in his capacity as an officer and/or director of
First Industrial Realty Trust, Inc. is subject to Section 16 of the Securities
Exchange Act of 1934 and the rules promulgated thereunder, as the same may be
amended from time to time.

Dated:  August 10, 2012

                                              /s/John E. Rau
                                              Name:  John E. Rau
                                              Title: Director