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
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Fraser F Alexander
2. Issuer Name and Ticker or Trading Symbol

STAG Industrial, Inc. [ STAG ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O STAG INDUSTRIAL, INC., 99 HIGH STREET, 28TH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

12/4/2012
(Street)

BOSTON, MA 02110
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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
9.0% Series A Cumulative Redeemable Preferred Stock   12/4/2012     S    3700   D $27.41   (1) 0   D    
9.0% Series A Cumulative Redeemable Preferred Stock   12/10/2012     P (2)    1295   A $27.40   (2) 1295   D    
Common Stock   12/7/2012     S    7850   D $18.04   (3) 0   D    
Common Stock   12/7/2012     P (4)    3800   A $18.02   (4) 3800   D    
Common Stock   12/7/2012     P (4)    4050   A $18.019   (4) 7850   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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

Explanation of Responses:
(1)  Represents the weighted average sale price. Sale prices range from $27.40 - $27.41. Upon request by the Securities and Exchange Commission, the Issuer or a shareholder of the Issuer, the reporting person will provide full information regarding the number of shares purchased at each separate price.
(2)  The reporting person acknowledges that the purchase of the 1,295 shares of 9.0% Series A Cumulative Redeemable Preferred Stock ("Preferred Stock") at a price of $27.40 per share reported herein is matchable under Section 16 (b) of the Securities Exchange Act of 1934, as amended, to the extent of 1,295 shares, with his sale of 3,700 shares of Preferred Stock on December 4, 2012 for a weighted average sale price of $27.41 per share. The reporting person paid the Issuer contemporaneously with the purchase of the 1,295 shares of Preferred Stock, $12.95, representing the full amount of profit realized in connection with the short swing transaction.
(3)  Represents the weighted average sale price. Sale prices range from $18.02 - $18.09. Upon request by the Securities and Exchange Commission, the Issuer or a shareholder of the Issuer, the reporting person will provide full information regarding the number of shares purchased at each separate price.
(4)  The reporting person acknowledges that (i) the purchase of the 3,800 shares of Common Stock at a price of $18.02 per share reported herein is matchable under Section 16 (b) of the Securities Exchange Act of 1934, as amended, to the extent of 3,800 shares, with his sale of 7,850 shares of Common Stock on December 7, 2012 for a weighted average sale price of $18.04 per share and (ii) the purchase of the 4,050 shares of Common Stock at a price of $18.019 per share reported herein is matchable under Section 16 (b) of the Securities Exchange Act of 1934, as amended, to the extent of 4,050 shares, with his sale of 7,850 shares of Common Stock on December 7, 2012 for a weighted average sale price of $18.04 per share. The reporting person paid the Issuer contemporaneously with the purchase of the 7,850 shares of Common Stock, $139.05, representing the full amount of profit realized in connection with the short swing transaction

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Fraser F Alexander
C/O STAG INDUSTRIAL, INC.
99 HIGH STREET, 28TH FLOOR
BOSTON, MA 02110
X



Signatures
/s/ Kathryn Arnone, Attorney-in-Fact 12/11/2012
** 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 control number.