SecProbe.io

May 16, 2025
Mark Sealy
Manager
Sealy Industrial Partners IV, LP
333 Texas Street, Suite 1050
Shreveport, LA 71101
Re:Sealy Industrial Partners IV, LP
Form 10-12G filed April 21, 2025
SEC File No. 000-56738
Dear Mark Sealy:
            We have reviewed your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to this
letter, we may have additional comments.
Registration Statement on Form 10
Business, page 7
1.We note your disclosure in the last paragraph on page 8 that the Operating Partnership
generally owns properties through subsidiaries. Please describe the form and
percentage ownership you hold in the property-owning entities in greater detail and
the material terms of such investments. In this regard, we note several references in
the disclosure to joint ventures, but also the table on page 47 which suggests that all
properties are wholly-owned.
Our Ownership and Organizational Structure, page 8
2.Please revise the ownership structure chart on page 9 or the footnotes thereto to reflect
the ownership by the operating partnership of various subsidiaries and to disclose, if
true, that each subsidiary owns one of your 17 properties.
Investment Objectives and Strategies, page 9
Please discuss whether your current properties conform to these target property 3.

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characteristics.
Competition, page 14
4.Please identify those affiliates with whom you compete directly.
Conflicts of Interest Related to Compensation Structure, page 22
5.Please expand your risk factor disclosure to address risks related to fees payable to
Sealy and other affiliates. For example, we note disclosure on page 59 regarding fees
payable in connection with property operations under an agreement with Sealy and the
subordinated participation interest described on page 60 and held by a Sealy affiliate.
Management's Discussion and Analysis of Financial Condition and Results of Operations,
page 38
6.We note your disclosure on page 19 that your operating results have been and may
continue to be impacted by global and national economic and market conditions
generally and by the local economic conditions where your investments are located.
You state that high interest rates, high inflation, supply chain disruptions, ongoing
geopolitical tensions, the imposition of tariffs and other changes to trade policy in the
U.S. and other jurisdictions have led to increased costs and limited the availability of
capital. Please revise Management's Discussion and Analysis to describe known
material trends or uncertainties that have had, or that you reasonably expect will have,
a material favorable or unfavorable impact on revenue or results of operations. Refer
to Item 303(a) of Regulation S-K and Release No. 33-8350.
7.We note references on pages 11 and 13 to enterprise financing. Please explain clearly
your plans regarding this financing and the terms of such financing.
Properties, page 46
8.We note your disclosure on page 48 that three tenants each lease 10% or more of your
total GLA and account for more than 10% of your monthly cash base rent revenue.
Please describe in greater detail your materially important real properties, such as the
present or proposed use of such properties and their suitability and adequacy for such
use. State the nature and amount of material mortgages or other liens or encumbrances
against such properties. Briefly state the principal terms of any lease of any of such
properties or any option or contract to purchase or sell any of such properties.
Directors and Executive Officers, page 49
9.When discussing the prior business experience of your officers and directors, please
include the positions held by such person and dates of employment. For
example, please disclose when James R. Cook, Jr. joined Sealy and the dates he
served with Praeses Corporation. See Item 401(e) of Regulation S-K.
Certain Relationships and Related Transactions, page 58
We note your disclosure on page 58 that the Management Committee has authorized
you to pay the General Partner or its affiliates certain partnership-level fees through
the issuance of Class I Units in certain circumstances at the then applicable NAV per 10.

May 16, 2025
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Class I Unit at the option of the General Partner. We also note your disclosure
regarding the General Partner's discretion in determining NAV. Please clarify the role
of your General Partner and others in determining NAV and address any risks and
conflicts of interests from being compensated based on NAV or from being
compensated through the issuance of additional Units. Also, clarify the reference to
your valuation policies and procedures in this context and explain the methodology
and key assumptions used in calculating NAV.
Conflicts of Interest, page 61
11.We note your disclosure that Sealy has adopted investment allocation policies to
safeguard you from being negatively affected as a result of any such potential
conflicts. Please describe clearly the terms of such allocation policies and how such
policies impact the allocation of investment opportunities among you and other Sealy
affiliates.
Description of Registrant's Securities to be Registered
Redemption of Units, page 66
12.Please be advised that you are responsible for analyzing the applicability of the tender
offer rules, including Rule 13e-4 and Regulation 14E, to your share repurchase
program. We urge you to consider all the elements of your share repurchase program
in determining whether the program is consistent with relief granted by the Division
of Corporation Finance in prior no action letters. See, for example, T REIT Inc.
(Letter dated June 4,2001) and Wells Real Estate Investment Trust II, Inc. (Letter
dated December 3, 2003). To the extent you have questions as to whether the program
is entirely consistent with the relief previously granted by the Division of Corporation
Finance, you may contact the Division’s Office of Mergers and Acquisitions at 202-
551-3440.
13.We note that you may conduct the share repurchase program during the offering
period of your continuing private placement offering. Please be advised that you are
responsible for analyzing the applicability of Regulation M to your share repurchase
plan. We urge you to consider all the elements of your share repurchase plan in
determining whether the plan is consistent with the class relief granted by the Division
of Market Regulation in the class exemptive letter granted Alston & Bird LLP dated
October 22, 2007. To the extent you have questions as to whether the plan is entirely
consistent with that class exemption, you may contact the Division of Trading and
Markets at 202-551-5777.
14.We note your use of periodic NAV pricing for both your offerings and redemption
plan. Please clarify how you will communicate your NAV price changes to investors.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Please contact Howard Efron at 202-551-3439 or Mark Rakip at 202-551-3573 if you
have questions regarding comments on the financial statements and related matters. Please

May 16, 2025
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contact Ruairi Regan at 202-551-3269 or Pam Long at 202-551-3765 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction