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

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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 ^*

Garber Jeremy

(Last)

(First)

(Middle)

C/O POSTAL REALTY TRUST, INC.

75 COLUMBIA AVENUE

(Street)

CEDARHURST

11516

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Postal Realty Trust, Inc. [ PSTL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Pres., Treasurer & Secretary

3. Date of Earliest Transaction (Month/Day/Year)
01/31/2023

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A common stock	01/31/2023		M		10,079 ⁽¹⁾	A	⁽²⁾	239,364	D
Class A common stock	01/31/2023		F		4,168	D	⁽²⁾	235,196	D
Class A common stock	01/31/2023		A		14,052 ⁽³⁾	A	$ 0	249,248	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
LTIP Units ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾	⁽⁵⁾	01/31/2023		A		75,489		⁽⁶⁾	⁽⁵⁾	Class A common stock	75,489.00	$ 15.1309 ⁽⁷⁾	75,489	D
Restricted Stock Units	⁽⁸⁾	01/31/2023		M			10,079	⁽¹⁾	⁽¹⁾	Class A common stock	10,079.00	⁽¹⁾	25,524	D
Restricted Stock Units ⁽⁹⁾	⁽¹⁰⁾	01/31/2023		A		14,052		⁽¹⁰⁾	⁽¹⁰⁾	Class A common stock	14,052.00	⁽¹⁰⁾	39,576	D

Explanation of Responses:

1. 1. As previously reported, on March 20, 2020, the Reporting Person was granted 14,196 performance-based restricted stock units (the "RSUs"), and, depending on the level of achievement of certain performance-based hurdles during the three-year performance period ended on December 31, 2022 (the "Measurement Period"), the actual number of RSUs earned could range from 50% to 150% of the target RSUs. On January 31, 2023, 10,079 RSUs vested based on the achievement of certain performance goals during the Measurement Period after the Corporate Governance and Compensation Committee of the Board of Directors of Postal Realty Trust, Inc. (the "Issuer") certified the Reporting Person's achievement relative to the applicable performance objectives during the Measurement Period and approved the vesting of the RSUs with respect to these shares.

2. In accordance with the Issuer's 2019 Equity Incentive Plan (the "Plan"), Performance Units (as defined in the Plan) convert into the Issuer's Class A common stock on a one-for-one basis.

3. Reflects a grant of restricted shares of the Issuer's Class A common stock that vest ratably on the first, second and third anniversaries of February 1, 2023, subject to the Reporting Person's continued service as an employee through the applicable vesting date.

4. The LTIP Units are a class of limited partnership units of Postal Realty LP (the "Operating Partnership").

5. Following the occurrence of certain events and upon vesting, the LTIP Units are convertible by the Issuer into an equivalent number of units of the Operating Partnership ("OP Units"). OP Units are redeemable by the Reporting Person for cash or, at the election of the Issuer, shares of Class A common stock of the Issuer on a one-for-one basis or the cash value of such shares. LTIP Units do not have expiration dates.

6. Reflects LTIP Unit grants in lieu of cash compensation that vest on the eighth anniversary of February 1, 2023, subject to certain conditions.

7. The LTIP Units were granted in lieu of cash compensation. The price of the securities acquired by the Reporting Person is based on the average price of the Issuer's Class A common stock for the 10 trading days immediately preceding January 31, 2023, which was $15.1309.

8. Each RSU represents a contingent right to receive shares of the Issuer's Class A common stock.

9. The Reporting Person may earn up to 200% of the RSUs granted.

10. The RSUs are market-based awards and are subject to and will vest upon achievement of certain performance-based hurdles and continued employment with the Issuer during the three-year performance period ending on December 31, 2025. Upon vesting, the RSUs that vest will be settled in shares of the Issuer's Class A common stock and the Reporting Person will be entitled to receive the distributions that would have been paid with respect to each share of the Issuer's Class A common stock received upon settlement on or after the date the RSUs were initially granted.

	/s/ Jie Chai, attorney-in-fact	02/02/2023
	** Signature of Reporting Person	Date
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