4//SEC Filing
Gramercy Property Trust 4
Accession 0001144204-15-072079
CIK 0001297587operating
Filed
Dec 20, 7:00 PM ET
Accepted
Dec 21, 9:52 PM ET
Size
17.8 KB
Accession
0001144204-15-072079
Insider Transaction Report
Form 4
Clark Jon W.
Chief Financial Officer
Transactions
- Award
Common Shares
2015-12-17+14,401→ 14,401 total - Award
Common Shares
2015-12-17+97,687→ 136,011 total - Award
Stock Options (Right to Buy)
2015-12-17+4,306→ 4,306 totalExercise: $33.63From: 2015-12-17Exp: 2017-06-28→ Common Shares (4,306 underlying) - Award
Stock Options (Right to Buy)
2015-12-17+4,306→ 4,306 totalExercise: $28.21From: 2015-12-17Exp: 2017-12-31→ Common Shares (4,306 underlying) - Award
LTIP Units
2015-12-17+8,525→ 8,525 total→ Common Shares (27,193 underlying) - Award
Common Shares
2015-12-17+23,923→ 38,324 total
Footnotes (9)
- [F1]Represents restricted shares received in connection with the merger (the "merger") of Gramercy Property Trust Inc. ("Old Gramercy") with and into a subsidiary of Gramercy Property Trust (formerly known as Chambers Street Properties), in exchange for 4,515 unvested restricted stock awards of Old Gramercy.
- [F2]Represents restricted share units received in the merger in exchange for 7,500 unvested restricted stock units of Old Gramercy. The restricted share units vest annually in two equal installments, beginning on June 30, 2016, subject to continued employment and satisfaction of performance-based vesting conditions relating to the stock price of the Issuer or other performance-based vesting conditions; provided that, in the event that the performance-based vesting conditions are not met on a vesting date, the restricted stock units scheduled to vest on that vesting date may vest on a subsequent vesting date if employment continues and either of the performance-based vesting conditions have been met on a cumulative basis through such subsequent vesting date.
- [F3]Received in the merger in exchange for 30,625 shares of Old Gramercy common stock.
- [F4]On the effective date of the merger, the closing price of Gramercy Property Trust's common shares was $7.74 per share. Based on the exchange ratio of 3.1898, this represents approximately $24.69 for each share of Old Gramercy common stock.
- [F5]Represents LTIP Units of GPT Property Trust LP ("GPT OP") earned pursuant to the Gramercy Property Trust Inc. 2012 Long-Term Outperformance Plan (the "Plan"). Prior to the effective time of the merger, Old Gramercy was the general partner of GPT OP. Following the merger, Gramercy Property Trust is the general partner entity of GPT OP.
- [F6]Conditioned upon minimum allocation to the capital account of the LTIP Units for federal income tax purposes, each LTIP Unit may be converted, 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 was redeemable, at the election of the holder, for cash equal to the fair market value of a share of Old Gramercy's common stock, or, where Old Gramercy elected, one share of Old Gramercy common stock. (continue with footnote (7))
- [F7]Following the Merger, the Common Units are exchangeable, at the election of the holder, for cash equal to 3.1898 multiplied by the fair market value of one common share of beneficial interest of Gramercy Property Trust or, where the general partner elects, 3.1898 common shares of beneficial interest of Gramercy Property Trust. The rights to convert LTIP Units into Common Units and redeem Common Units do not have expiration dates. The LTIP Units earned pursuant to the Plan vest 50% on June 30, 2016 and 50% on June 30, 2017, subject to continued employment.
- [F8]Received in the merger in exchange for a stock option to purchase 1350 shares of Old Gramercy common stock for $107.27 per share.
- [F9]Received in the merger in exchange for a stock option to purchase 1350 shares of Old Gramercy common stock for $89.99 per share.
Documents
Issuer
Gramercy Property Trust
CIK 0001297587
Entity typeoperating
IncorporatedMD
Related Parties
1- filerCIK 0001297587
Filing Metadata
- Form type
- 4
- Filed
- Dec 20, 7:00 PM ET
- Accepted
- Dec 21, 9:52 PM ET
- Size
- 17.8 KB