4//SEC Filing
PARKWAY PROPERTIES INC 4
Accession 0001123292-16-002844
CIK 0000729237operating
Filed
Oct 10, 8:00 PM ET
Accepted
Oct 11, 5:56 PM ET
Size
28.4 KB
Accession
0001123292-16-002844
Insider Transaction Report
Form 4
Heistand James R
DirectorPresident and CEO
Transactions
- Disposition to Issuer
Employee Stock Option (Right to Buy)
2016-10-06−712,500→ 0 totalExercise: $17.21Exp: 2023-03-02→ Common Stock (712,500 underlying) - Conversion
LTIP Units
2016-10-06−68,400→ 0 total→ Common OP Units (68,400 underlying) - Conversion
OP Units
2016-10-06+68,400→ 68,400 total→ Common Stock (68,400 underlying) - Disposition to Issuer
OP Units
2016-10-06−68,400→ 0 total→ Common Stock (68,400 underlying) - Disposition to Issuer
LTIP Units
2016-10-06−48,997→ 0 total→ Common OP Units (48,997 underlying) - Disposition to Issuer
Common Stock
2016-10-06−1,635,344→ 0 total - Award
Common Stock
2016-10-06+93,331→ 1,687,124 total - Disposition to Issuer
Common Stock
2016-10-06−29,916→ 0 total(indirect: By Partnership) - Disposition to Issuer
LTIP Units
2016-10-06−44,334→ 0 total→ Common OP Units (44,334 underlying) - Tax Payment
Common Stock
2016-10-06−51,780→ 1,635,344 total - Disposition to Issuer
Common Stock
2016-10-06−45,000→ 0 total(indirect: By Partnership)
Footnotes (12)
- [F1]On October 6, 2016, immediately prior to the effective time of the merger of the Company with and into a subsidiary of Cousins Properties Incorporated ("Cousins") and 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 and Clinic Sub Inc., a wholly owned subsidiary of Cousins (the "Merger Agreement"), 93,331 LTIPs held by the reporting person were forfeited in exchange for restricted stock units of the Company.
- [F10]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 13,937 OP Units and will receive 111,633 operating partnership units of Cousins Properties LP.
- [F11]Forfeited in exchange for 48,997 restricted stock units of the Company immediately prior to 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.
- [F12]Forfeited in exchange for 44,334 restricted stock units of the Company immediately prior to 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.
- [F2]On October 6, 2016, 146,453 restricted share units vested and the reporting person instructed the company to withhold 51,780 shares to cover tax withholding obligations as permitted under the Parkway Properties, Inc. and Parkway Properties LP 2015 Omnibus Equity Incentive Plan.
- [F3]Disposed of pursuant to 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. Pursuant to the Employee Matters Agreement by and between the Company, Cousins, Parkway, Inc. and affiliated parties, on the business day following the merger, the Cousins RSUs held by the reporting person will be converted into restricted stock units of Parkway, Inc.
- [F4]The reporting person disclaimed beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person was the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
- [F5]The initial grant of 950,000 options vested in four equal installments beginning on March 2, 2014.
- [F6]This option was assumed by Cousins pursuant to the Merger Agreement and was replaced with an option to purchase 1,161,375 shares of Cousins common stock for $10.56 per share (the "Cousins Options"). Pursuant to the Employee Matters Agreement by and between the Company, Cousins, Parkway, Inc. and affiliated parties, on the business day following the merger, the Cousins Options will be converted into options to purchase shares of Parkway, Inc. common stock.
- [F7]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"). [footnote continued]
- [F8][footnote continued] 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. Pursuant to the Merger Agreement and Partnership Agreement, OP units were acquired upon the conversion of the 2016 LTIPs.
- [F9]Pursuant to the Merger Agreement and Partnership Agreement, OP units were acquired upon the conversion of the 2016 LTIPs.
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, 5:56 PM ET
- Size
- 28.4 KB