4//SEC Filing
Farrar James Thomas 4
Accession 0000950170-25-009298
CIK 0001593222other
Filed
Jan 26, 7:00 PM ET
Accepted
Jan 27, 5:24 PM ET
Size
25.2 KB
Accession
0000950170-25-009298
Insider Transaction Report
Form 4
Farrar James Thomas
DirectorChief Executive Officer
Transactions
- Exercise/Conversion
Common Stock
2025-01-24+23,891→ 432,080 total - Award
Restricted Stock Units
2025-01-23+2,913→ 150,256 total→ Common Stock (2,913 underlying) - Award
Restricted Stock Units
2025-01-23+60,000→ 210,256 total→ Common Stock (60,000 underlying) - Tax Payment
Common Stock
2025-01-24−9,556→ 422,524 total - Award
Performance Restricted Stock Units
2025-01-23+90,000→ 312,395 total→ Common Stock (90,000 underlying) - Exercise/Conversion
Restricted Stock Units
2025-01-24−77,725→ 132,531 total→ Common Stock (77,725 underlying) - Exercise/Conversion
Common Stock
2025-01-24+77,725→ 500,249 total - Tax Payment
Common Stock
2025-01-24−31,090→ 469,159 total - Exercise/Conversion
Performance Restricted Stock Units
2025-01-24−23,891→ 274,895 total→ Common Stock (23,891 underlying)
Holdings
- 200,000(indirect: Through Holdco)
Common Stock
- 31,931(indirect: Through family members)
Common Stock
Footnotes (12)
- [F1]In accordance with the Company's Equity Incentive Plan (the "Equity Incentive Plan"), Performance Restricted Stock Units (as defined in the Equity Incentive Plan) convert into common stock on a one-for-one basis.
- [F10]On January 23, 2025, the reporting person was granted 90,000 Performance Restricted Stock Units. Pursuant to the terms of the award agreement governing the Performance Restricted Stock Units, the number of underlying shares of the Company's common stock that the reporting person may ultimately become entitled to receive at the time of vesting will range from 50% to 150% of the number of Performance Restricted Stock Units initially granted, subject to certain relative total stockholder return conditions being met during the measurement period that begins on January 1, 2025 and ends on December 31, 2027. Dividend equivalent rights were granted in the applicable award agreement and accrue with respect to these Performance Restricted Stock Units when and as dividends are paid on the Company's stock.
- [F11]Pursuant to the Acknowledgement Agreement between the Company and the Reporting Person, to the extent that future vesting could otherwise be inconsistent with the annual limitation set forth in Section 6 of the Equity Incentive Plan, the number of shares issuable pursuant to such vesting shall not exceed the Annual Limitation.
- [F12]As previously reported, on January 25, 2022 the reporting person was granted 37,500 PSUs (the "Target PSUs"), and depending on the level of achievement of certain performance goals during the three-year performance period ending December 31, 2024 (the "Measurement Period"), the actual number of PSUs earned could range from 50% to 150% of the Target PSUs. On January 24, 2025, 23,891 PSUs vested based on the achievement of certain performance goals during the Measurement Period. On January 24, 2025, the Compensation Committee of the Board of Directors of the Issuer certified the Reporting Person's achievement relative to the applicable performance objectives during the Measurement Period and approved the vesting of the PSU's with respect to these shares. Dividend equivalent units accrued with respect to these PSUs when and as dividends were paid on the Issuer's Common Stock. The number of derivative securities in column 5 include 5,141 vested dividend equivalent units.
- [F2]In accordance with the Company's Equity Incentive Plan (the "Equity Incentive Plan"), Restricted Stock Units (as the defined in the Equity Incentive Plan) convert into common stock on a one-for-one basis.
- [F3]The Reporting Person disclaims beneficial ownership of these securities as this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities for the purposes of Section 16 or any other purpose.
- [F4]Each Performance Restricted Stock Unit ("PSU") represent a contigent right to receive shares of the Issuer's Common Stock.
- [F5]Vested shares will be delivered to the reporting person promptly upon vesting of the related performance restricted stock units.
- [F6]The units represent Restricted Stock Units issuable to the Reporting Person as a dividend equivalency payment with respect to Restricted Stock Units previously issued to the Reporting Person which vest in three substantially equal installments on each of the first three annual anniversaries of the initial Grant Date, generally subject to the Participant's continued employment through each applicable vesting date. The Restricted Stock Units reported herein shall vest on the same date and under the same terms as the underlying Restricted Stock Units with respect of which these dividend equivalency units vest.
- [F7]Vested shares will be delivered to the reporting person promptly upon vesting of the related restricted stock units.
- [F8]In accordance with the Equity Incentive Plan, the Restricted Stock Units (and related dividend equivalent rights) shall vest in three substantially equal installments on each of the first three annual anniversaries of their initial grant date, generally subject to the grantee's continued service through each applicable vesting date.
- [F9]The restricted stock units reported herein have vested and converted to common shares as at January 24, 2025.
Documents
Issuer
City Office REIT, Inc.
CIK 0001593222
Entity typeother
Related Parties
1- filerCIK 0001605307
Filing Metadata
- Form type
- 4
- Filed
- Jan 26, 7:00 PM ET
- Accepted
- Jan 27, 5:24 PM ET
- Size
- 25.2 KB