4//SEC Filing
Thomas Rochelle 4
Accession 0000950170-24-006280
CIK 0001308606other
Filed
Jan 22, 7:00 PM ET
Accepted
Jan 23, 9:21 AM ET
Size
10.3 KB
Accession
0000950170-24-006280
Insider Transaction Report
Form 4
Thomas Rochelle
EVP, General Counsel
Transactions
- Award
Common stock, par value $0.05 per share
2024-01-23+6,627→ 45,181 total - Award
Common stock, par value $0.05 per share
2024-01-23+7,691→ 52,872 total - Disposition to Issuer
Common stock, par value $0.05 per share
2024-01-23−52,872→ 0 total
Footnotes (3)
- [F1]Represents shares underlying a Performance Share Award granted on February 9, 2022 pursuant to the Company's incentive award plan. Pursuant to the Agreement and Plan of Merger by and among Realty Income Corporation, Saints MD Subsidiary, Inc. and the Company, dated as of October 29, 2023 (as amended or supplemented), as of the Effective Time (defined in the Merger Agreement), Performance Share Awards were converted into the right to receive a number of whole shares of Realty Income common stock equal to the product obtained by multiplying (A) the number of shares of Spirit common stock subject to such Performance Share Award determined based on the greater of target performance and the actual level of achievement of the applicable performance goals as of immediately prior to the Effective Time by (B) the .762 (the Exchange Ratio), and corresponding cash dividend equivalents. The Company determined the pre-established performance goals had been achieved at 200% of target performance.
- [F2]Represents shares underlying a Performance Share Award granted on January 19, 2023 pursuant to the Company's incentive award plan. Pursuant to the Agreement and Plan of Merger by and among Realty Income Corporation, Saints MD Subsidiary, Inc. and the Company, dated as of October 29, 2023 (as amended or supplemented), as of the Effective Time (defined in the Merger Agreement), Performance Share Awards were converted into the right to receive a number of whole shares of Realty Income common stock equal to the product obtained by multiplying (A) the number of shares of Spirit common stock subject to such Performance Share Award determined based on the greater of target performance and the actual level of achievement of the applicable performance goals as of immediately prior to the Effective Time by (B) the .762 (the Exchange Ratio), and corresponding cash dividend equivalents. The Company determined the pre-established performance goals had been achieved at 292.30% of target performance
- [F3]Represents shares of the Company's common stock (including in respect of shares underlying Performance Share Awards, net income tax and remittance obligations) disposed in connection with the Agreement and Plan of Merger by and among Realty Income Corporation (Realty Income), Saints MD Subsidiary, Inc. and the Company, dated as of October 29, 2023 (as amended or supplemented from time to time, the Merger Agreement). In accordance with the Merger Agreement, upon the Effective Time, each share of the Company's common stock was converted into the right to receive 0.762 shares of common stock of Realty Income.
Documents
Issuer
SPIRIT REALTY CAPITAL, INC.
CIK 0001308606
Entity typeother
Related Parties
1- filerCIK 0001906943
Filing Metadata
- Form type
- 4
- Filed
- Jan 22, 7:00 PM ET
- Accepted
- Jan 23, 9:21 AM ET
- Size
- 10.3 KB