4//SEC Filing
Fordham Scott W 4
Accession 0001104659-19-035708
CIK 0001176373other
Filed
Jun 13, 8:00 PM ET
Accepted
Jun 14, 5:16 PM ET
Size
28.3 KB
Accession
0001104659-19-035708
Insider Transaction Report
Form 4
TIER REIT INCTIER
Fordham Scott W
Chief Accounting Officer
Transactions
- Exercise/Conversion
Common Stock
2019-06-14+36,498→ 358,112 total - Tax Payment
Common Stock
2019-06-14$28.58/sh−28,155$804,670→ 270,490 total - Exercise/Conversion
Common Stock
2019-06-14+25,814→ 296,304 total - Award
Common Stock
2019-06-14+58,479→ 354,783 total - Tax Payment
Common Stock
2019-06-14$28.58/sh−33,169$947,970→ 321,614 total - Award
Common Stock
2019-06-14+77,363→ 435,475 total - Tax Payment
Common Stock
2019-06-14$28.58/sh−20,736$592,635→ 422,632 total - Disposition to Issuer
Common Stock
2019-06-14−2,600→ 0 total(indirect: By Spouse) - Award
Common Stock
2019-06-14+52,697→ 443,368 total - Disposition to Issuer
Common Stock
2019-06-14−422,632→ 0 total - Exercise/Conversion
Restricted Stock Units
2019-06-14−18,249→ 0 totalExercise: $0.00From: 2020-12-31Exp: 2020-12-31→ Common Stock (18,249 underlying) - Tax Payment
Common Stock
2019-06-14$28.58/sh−44,804$1,280,498→ 390,671 total - Exercise/Conversion
Restricted Stock Units
2019-06-14−12,907→ 0 totalExercise: $0.00From: 2019-12-31Exp: 2019-12-31→ Common Stock (12,907 underlying)
Footnotes (7)
- [F1]Shares withheld upon the vesting of restricted stock to pay the reporting person's tax withholding obligations as permitted under the TIER REIT Inc. 2015 Equity Incentive Plan (the "TIER Equity Plan").
- [F2]Pursuant to the agreement and plan of merger, dated as of March 25, 2019 (as amended or supplemented from time to time, the "Merger Agreement"), by and among TIER REIT, Inc. ("TIER"), Cousins Properties Incorporated ("Cousins") and Murphy Subsidiary Holdings Corporation ("Murphy Sub"), on June 14, 2019, TIER merged with and into Murphy Sub, with Murphy Sub surviving the merger (the "Merger"). As a result of the Merger, immediately prior to the effective time of the Merger, each award of restricted shares of TIER common stock, par value $0.0001 per share ("TIER Common Stock"), outstanding became fully vested in accordance with the terms of the TIER Equity Plan, the award agreement evidencing the grant of such restricted shares of TIER Common Stock or other agreement or document evidencing such grant.
- [F3]Represents restricted stock units under TIER's long-term incentive program that were earned based on the achievement of certain performance criteria for the performance measurement period beginning on January 1, 2017 and continuing through May 31, 2019. As a result of the Merger, immediately prior to the effective time of the Merger, each award of TIER restricted stock units outstanding became vested to the extent provided in the TIER Equity Plan, the award agreement evidencing the grant of such restricted stock units or other agreement or document evidencing such grant.
- [F4]Shares withheld upon the vesting of restricted stock units to pay the reporting person's tax withholding obligations as permitted under the TIER Equity Plan.
- [F5]Represents restricted stock units under TIER's long-term incentive program that were earned based on the achievement of certain performance criteria for the performance measurement period beginning on January 1, 2018 and continuing through May 31, 2019. As a result of the Merger, immediately prior to the effective time of the Merger, each award of TIER restricted stock units outstanding became vested to the extent provided in the TIER Equity Plan, the award agreement evidencing the grant of such restricted stock units or other agreement or document evidencing such grant.
- [F6]Represents restricted stock units under TIER's long-term incentive program that were earned based on the achievement of certain performance criteria for the performance measurement period beginning on January 1, 2019 and continuing through May 31, 2019. Following the determination of the achievement of the performance criteria, the restricted stock units were prorated in accordance with the TIER Equity Plan, the award agreement evidencing the grant of such restricted stock units or other agreement or document evidencing such grant. As a result of the Merger, immediately prior to the effective time of the Merger, each award of TIER restricted stock units outstanding became vested to the extent provided in the TIER Equity Plan, the award agreement evidencing the grant of such restricted stock units or other agreement or document evidencing such grant.
- [F7]Pursuant to the Merger Agreement, each outstanding share of TIER common stock held by the reporting person was automatically converted into the right to receive 2.98 shares of Cousins common stock, par value $1.00 per share ("Cousins Common Stock"), subject to any withholding required under applicable tax law, plus cash in lieu of any fractional shares of Cousins Common Stock. On June 13, 2019, the closing price of TIER Common Stock was $28.58 and the closing price of Cousins Common Stock was $9.61.
Documents
Issuer
TIER REIT INC
CIK 0001176373
Entity typeother
Related Parties
1- filerCIK 0001324355
Filing Metadata
- Form type
- 4
- Filed
- Jun 13, 8:00 PM ET
- Accepted
- Jun 14, 5:16 PM ET
- Size
- 28.3 KB