4//SEC Filing
PARKWAY PROPERTIES INC 4
Accession 0001123292-16-002840
CIK 0000729237operating
Filed
Oct 10, 8:00 PM ET
Accepted
Oct 11, 5:53 PM ET
Size
20.9 KB
Accession
0001123292-16-002840
Insider Transaction Report
Form 4
O'Reilly David R.
EVP & Chief Investment Officer
Transactions
- Disposition to Issuer
OP Units
2016-10-06−24,000→ 0 total→ Common Stock (24,000 underlying) - Disposition to Issuer
LTIP Units
2016-10-06−24,396→ 0 total→ Common OP Units (24,396 underlying) - Disposition to Issuer
Common Stock
2016-10-06−115,959→ 0 total - Disposition to Issuer
Employee Stock Option (Right to Buy)
2016-10-06−337,500→ 0 totalExercise: $17.21Exp: 2023-03-02→ Common Stock (337,500 underlying) - Conversion
OP Units
2016-10-06+24,000→ 24,000 total→ Common Stock (24,000 underlying) - Conversion
LTIP Units
2016-10-06−24,000→ 0 total→ Common OP Units (24,000 underlying) - Disposition to Issuer
LTIP Units
2016-10-06−22,000→ 0 total→ Common OP Units (22,000 underlying)
Footnotes (9)
- [F1]Disposed of pursuant to the agreement and plan of merger, dated as of April 28, 2016, by and among the Company, Parkway Properties LP (the "Operating Partnership"), Cousins Properties Incorporated ("Cousins") and Clinic Sub Inc., a wholly owned subsidiary of Cousins (the "Merger Agreement"), in exchange for Cousins common stock and restricted stock units of Cousins (the "Cousins RSUs") and cash in lieu of fractional shares. Immediately following the effective time of the merger in connection with the termination of the executive's employment, the Cousins RSUs vested and converted into shares of Cousins common stock.
- [F2]The initial grant of 450,000 options vested in four equal installments beginning on March 2, 2014.
- [F3]This option was assumed by Cousins pursuant to the Merger Agreement and was replaced with an option to purchase 550,125 shares of Cousins common stock for $10.56 per share.
- [F4]Represented performance-based LTIP units that provided for vesting based on the attainment of targets for total return to stockholders during the performance period running from February 18, 2016 to February 17, 2019 (the "2016 LTIPs"), subject to the executive's continued employment with the Company. Subject to the satisfaction of the vesting requirements and certain restrictions set forth in the limited partnership agreement of the Operating Partnership (the "Partnership Agreement"), each LTIP unit may be converted, at the election of the executive or the Company, into a unit of limited partnership interest in the Operating Partnership ("OP unit"). Each OP unit acquired upon conversion of an LTIP unit may be redeemed, at the election of the executive, for cash equal to the then fair market value of a share of Common Stock, except that the Company may, at its election, acquire each OP unit so presented for redemption for one share of Common Stock. [footnote continued]
- [F5][footnote continued] Pursuant to the Merger Agreement and Partnership Agreement, OP units were acquired upon the conversion of the 2016 LTIPs.
- [F6]Pursuant to the Merger Agreement and Partnership Agreement, OP units were acquired upon the conversion of the 2016 LTIPs.
- [F7]The OP units will no longer be a derivative security of the Company following the effective time of the merger. Pursuant to an amendment to the Partnership Agreement, immediately following the effective time of the merger, the reporting person will hold 4,890 OP Units and will receive 39,170 operating partnership units of Cousins Properties LP.
- [F8]Forfeited in connection with the merger. Represented performance-based LTIP units that provided for vesting based on the attainment of targets for total return to stockholders during the performance period running from February 19, 2015 to February 18, 2018, subject to the executive's continued employment with the Company.
- [F9]Forfeited in connection with the merger. Represented performance-based LTIP units that provided for vesting based on the attainment of targets for total return to stockholders during the performance period running from March 17, 2014 to March 16, 2017, subject to the executive's continued employment with the Company.
Documents
Issuer
PARKWAY PROPERTIES INC
CIK 0000729237
Entity typeoperating
IncorporatedMD
Related Parties
1- filerCIK 0000729237
Filing Metadata
- Form type
- 4
- Filed
- Oct 10, 8:00 PM ET
- Accepted
- Oct 11, 5:53 PM ET
- Size
- 20.9 KB