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* Harker David (Last) (First) (Middle) ONE N. WACKER DRIVE SUITE 4200 (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) Director 10% Owner X Officer (give title below) Other (specify below) EVP - Central Region
	3. Date of Earliest Transaction (Month/Day/Year) 01/02/2020
	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	01/02/2020		M(1)		18,001(2)	A	$0.00(3)	139,958	D
Common Stock	01/02/2020		F(4)		7,022	D	$41.23	132,936	D
Common Stock	01/02/2020		F(5)		2,755	D	$41.23	130,181	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
LTIP Units	$0.00(6)	01/02/2020		A		3,903		(7)	(8)	Common Stock	3,903	$0.00	12,837	D
Performance Units	(3)	01/02/2020		M(9)			16,922	12/31/2019	12/31/2019	Common Stock	18,001(2)	$0.00	0	D

Explanation of Responses:

1. Transaction resulting from the vesting of Performance Units (the "2017 Units") granted under First Industrial's 2014 Stock Incentive Plan on January 3, 2017.

2. Includes 1,079 shares of First Industrial common stock issued with respect to dividend equivalents related to the 2017 Units.

3. Each 2017 Unit represented the right to receive, upon vesting, one share of First Industrial common stock plus dividend equivalents representing any dividends that accrued with respect to such share after the issuance of the 2017 Units and prior to the date of vesting. The number of shares of First Industrial common stock issued with respect to dividend equivalents was calculated using a per share price of $41.23, the closing price of First Industrial's common stock as of the settlement date.

4. Transaction resulting from tax withholding in connection with the vesting of the 2017 Units.

5. Transaction resulting from tax withholding in connection with the vesting of restricted stock.

6. Represents units of limited partnership interest ("LTIP Units") in First Industrial L.P., of which the Company is the general partner, granted under the Company's 2014 Stock Incentive Plan. An LTIP Unit that has vested and received certain allocations will automatically convert into a common unit of limited partnership interest in First Industrial, L.P. on a one-for-one basis, which common unit may in turn be converted into a share of Common Stock of the Company on a one-for-one basis.

7. Not applicable. The LTIP Units vest in three equal installments on January 1, 2021, 2022 and 2023.

8. Not applicable.

9. The 2017 Units settled on January 2, 2020 based upon the relative total shareholder return of First Industrial's common stock as compared to the MSCI U.S. REIT Index and the NAREIT Industrial Index over the performance measurement period.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Jennifer Matthews Rice, attorney-in-fact	01/06/2020
	** 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 Jennifer Matthews Rice 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:	December 23, 2019
/s/ David G. Harker
Name:	David G. Harker
Title:	Executive Vice President - Central Region