4//SEC Filing
Daly Margaret M 4
Accession 0001104659-17-058082
CIK 0001384710other
Filed
Sep 19, 8:00 PM ET
Accepted
Sep 20, 4:19 PM ET
Size
22.7 KB
Accession
0001104659-17-058082
Insider Transaction Report
Form 4
Daly Margaret M
SVP - Property Management
Transactions
- Disposition to Issuer
Restricted Stock Units
2017-09-19$12.00/sh−56,410$676,920→ 0 totalExercise: $0.00→ Common Stock (56,410 underlying) - Disposition to Issuer
Common Stock
2017-09-19$12.00/sh−37,590$451,080→ 0 total - Disposition to Issuer
Performance Restricted Stock Units
2017-09-19$12.00/sh−10,205$122,460→ 0 totalExercise: $0.00→ Common Stock (10,205 underlying) - Disposition to Issuer
Performance Restricted Stock Units
2017-09-19$12.00/sh−8,240$98,880→ 0 totalExercise: $0.00→ Common Stock (8,240 underlying)
Footnotes (4)
- [F1]Pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated July 4, 2017, by and among Monogram Residential Trust, Inc., a Maryland corporation (the "Issuer"), GS Monarch Parent, LLC, a Delaware limited liability company ("Parent"), and GS Monarch Acquisition, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent ("Acquisition Sub"), the Issuer merged with and into Acquisition Sub on September 19, 2017, with Acquisition Sub surviving as a wholly-owned subsidiary of Parent (the "Merger"). At the effective time of the Merger, each share of common stock, par value of $0.0001 per share ("Common Stock"), outstanding, automatically and without any required action on the part of the Reporting Person, was converted into the right to receive $12.00 in cash, without interest.
- [F2]Pursuant to the Merger Agreement, the Issuer merged with and into Acquisition Sub on September 19, 2017, with Acquisition Sub surviving as a wholly-owned subsidiary of Parent. At the effective time of the Merger, each time-based restricted stock unit award outstanding, automatically and without any required action on the part of the Reporting Person, became fully vested, all restrictions thereon lapsed and all such time-based restricted stock unit awards were converted into the right to receive a cash payment in an amount equal to $12.00, without interest, for each share of Common Stock subject to time-based restricted stock unit awards without regard to vesting, less any required withholding taxes.
- [F3]Pursuant to the Merger Agreement, the Issuer merged with and into Acquisition Sub on September 19, 2017, with Acquisition Sub surviving as a wholly-owned subsidiary of Parent. At the effective time of the Merger, each performance restricted stock unit award outstanding, automatically and without any required action on the part of the Reporting Person, became vested in full at the maximum performance level initially established for such award, which was based on the Issuer's annualized total stockholder return on an absolute basis from March 3, 2017 through August 20, 2017, and each such performance restricted stock unit award and related agreement was cancelled and converted into the right to receive a cash payment in an amount equal to $12.00, without interest, for each share of Common Stock subject to such performance stock unit award, less any required withholding taxes.
- [F4]Pursuant to the Merger Agreement, the Issuer merged with and into Acquisition Sub on September 19, 2017, with Acquisition Sub surviving as a wholly-owned subsidiary of Parent. At the effective time of the Merger, each performance restricted stock unit award outstanding, automatically and without any required action on the part of the Reporting Person, became vested in full at the maximum performance level initially established for such award, which was based on the Issuer's annualized total stockholder return relative to a selected peer group from March 3, 2017 through August 20, 2017, and each such performance restricted stock unit award and related agreement was cancelled and converted into the right to receive a cash payment in an amount equal to $12.00, without interest, for each share of Common Stock subject to such performance stock unit award, less any required withholding taxes.
Documents
Issuer
Monogram Residential Trust, Inc.
CIK 0001384710
Entity typeother
Related Parties
1- filerCIK 0001583935
Filing Metadata
- Form type
- 4
- Filed
- Sep 19, 8:00 PM ET
- Accepted
- Sep 20, 4:19 PM ET
- Size
- 22.7 KB