4//SEC Filing
Harris Benjamin P 4
Accession 0001104659-18-061885
CIK 0001297587other
Filed
Oct 11, 8:00 PM ET
Accepted
Oct 12, 9:47 PM ET
Size
11.7 KB
Accession
0001104659-18-061885
Insider Transaction Report
Form 4
Harris Benjamin P
President
Transactions
- Award
LTIP Units
2018-10-08+54,331→ 219,209 total→ Common Shares (54,331 underlying) - Disposition to Issuer
LTIP Units
2018-10-10−219,209→ 0 total→ Common Shares (219,209 underlying) - Disposition to Issuer
Common Shares
2018-10-10−64,730→ 0 total
Footnotes (4)
- [F1]Represents restricted share awards and Common Shares of Gramercy Property Trust (the "Company"). Pursuant to the merger (the "Merger") described in the Agreement and Plan of Merger, dated as of May 6, 2018 (the "Merger Agreement"), by and among the Company, BRE Glacier Parent L.P., BRE Glacier L.P. ("Glacier"), BRE Glacier Acquisition L.P. and GPT Operating Partnership LP ("GPT OP"), (i) each restricted share award that was outstanding immediately prior to the effective time of the Merger was cancelled in exchange for an amount in cash equal to (a) the number of Common Shares subject to the restricted share award immediately prior to the effective time of the Merger multiplied by (b) the per share Merger consideration of $27.50, and (ii) each Common Share that was outstanding immediately prior to the effective time of the Merger was automatically converted into the right to receive an amount in cash equal to the per share Merger consideration of $27.50.
- [F2]Represents LTIP Units of GPT OP. Prior to the effective time of the Merger, the Company was the general partner of GPT OP. Following the Merger, Glacier is the general partner of GPT OP. All LTIP Units reported in column 9 were vested as of October 8, 2018.
- [F3]Conditioned upon minimum allocation to the capital account of the LTIP Units for federal income tax purposes, prior to the Merger each vested LTIP Unit was convertible, at the election of the holder, into a Class A Unit of limited partnership interest in GPT OP (a "Common Unit"). Prior to the Merger, each Common Unit issued upon conversion of a vested LTIP Unit, was redeemable, at the election of the holder, for cash equal to the then fair market value of one Common Share of the Company, except that the Company could, at its election, exchange each Common Unit presented for redemption for one Common Share of the Company in lieu of such cash payment.
- [F4]In connection with the Merger, the Company exercised its right to convert each LTIP Unit into a Common Unit immediately prior to the effective time of the Merger. Pursuant to the Merger Agreement, eligible holders of Common Units had the right, at their election, to exchange each such Common Unit for an amount in cash equal to the per share Merger consideration of $27.50, or to convert each such Common Unit into one 5.75% Series B Cumulative Preferred Unit of GPT OP.
Documents
Issuer
Gramercy Property Trust
CIK 0001297587
Entity typeother
Related Parties
1- filerCIK 0001289000
Filing Metadata
- Form type
- 4
- Filed
- Oct 11, 8:00 PM ET
- Accepted
- Oct 12, 9:47 PM ET
- Size
- 11.7 KB