Statement of Changes in Beneficial Ownership (4)

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 * LANDY EUGENE W	2. Issuer Name and Ticker or Trading Symbol MONMOUTH REAL ESTATE INVESTMENT CORP [ MNR ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) Chairman of the Board
(Last)          (First)          (Middle) 101 CRAWFORDS CORNER ROAD, SUITE 1405	3. Date of Earliest Transaction (MM/DD/YYYY) 2/25/2022
(Street) HOLMDEL, NJ 07733 (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
Common Stock	2/25/2022		D		1108443.623	D	(1)(2)(3)	0	D
Common Stock	2/25/2022		D		194405	D	(1)(2)	0	I	Eugene W. Landy and Gloria Landy Family Foundation
Common Stock	2/25/2022		D		43748.195	D	(1)(2)	0	I	Juniper Plaza Associates
Common Stock	2/25/2022		D		32866.355	D	(1)(2)	0	I	Windsor Industrial Park Associates
Common Stock	2/25/2022		D		97913.57	D	(1)(2)	0	I	Spouse
Common Stock	2/25/2022		D		13048	D	(1)(2)	0	I	Landy Investments, Ltd.
Common Stock	2/25/2022		D		168293.62	D	(1)(2)	0	I	Landy & Landy Employees' Pension Plan
Common Stock	2/25/2022		D		201426.819	D	(1)(2)	0	I	Landy & Landy Employees' Profit Sharing Plan

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
Option to Purchase Common Stock	(1)(4)	2/25/2022		D			65000	(1)(4)	(1)(4)	MNR Common Stock	65000	(1)(4)	0	D
Option to Purchase Common Stock	(1)(4)	2/25/2022		D			65000	(1)(4)	(1)(4)	MNR Common Stock	65000	(1)(4)	0	D

Explanation of Responses:
(1)	On February 25, 2022, pursuant to the Agreement and Plan of Merger, dated as of November 5, 2021 and as amended on February 7, 2022 (the "Merger Agreement"), by and among Monmouth Real Estate Investment Corporation ("Monmouth"), Industrial Logistics Properties Trust ("ILPT"), and Maple Delaware Merger Sub LLC ("Merger Sub"), Monmouth merged with and into Merger Sub (the "Merger"), with Merger Sub surviving as a wholly owned subsidiary of ILPT.
(2)	At the effective time of the Merger (the "Effective Time"), each share of common stock, par value $0.01 per share, of Monmouth that was issued and outstanding immediately prior to the Effective Time (other than shares owned by Monmouth, ILPT or Merger Sub) was automatically converted into the right to receive $21.00 per share in cash (the "Common Stock Consideration"), without interest and subject to applicable withholding tax.
(3)	At the Effective Time, each Monmouth restricted stock award outstanding immediately prior to the Effective Time, whether vested or unvested, became fully vested and was converted into the right to receive the Common Stock Consideration.
(4)	At the Effective Time, each Monmouth stock option outstanding immediately prior to the Effective Time, whether vested or unvested, became fully vested and was converted into the right to receive the spread between the Common Stock Consideration and the exercise price.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
LANDY EUGENE W 101 CRAWFORDS CORNER ROAD SUITE 1405 HOLMDEL, NJ 07733	X		Chairman of the Board

Signatures
Eugene W. Landy		2/25/2022
**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.