4//SEC Filing
Chamberlain John W. 4
Accession 0001181431-11-004226
CIK 0001500217other
Filed
Jan 18, 7:00 PM ET
Accepted
Jan 19, 5:52 PM ET
Size
12.5 KB
Accession
0001181431-11-004226
Insider Transaction Report
Form 4
Chamberlain John W.
DirectorCEO and President
Transactions
- Other
Common Stock, par value $0.01
2011-01-19+50,948→ 275,948 total(indirect: See Footnote) - Other
Operating Partnership Units
2011-01-19+13,512→ 13,512 total(indirect: See Footnote)From: 2012-03-19→ Common Stock, par value $0.01 (13,512 underlying) - Award
Common Stock, par value $0.01
2011-01-19+225,000→ 225,000 total
Footnotes (8)
- [F1]Shares of restricted common stock issued pursuant to the American Assets Trust, Inc. and American Assets Trust, L.P. 2011 Equity Incentive Award Plan and an Employment Agreement, dated January 19, 2011 by and between American Assets Trust, Inc. (the "Issuer"), American Assets Trust, L.P., a Maryland limited partnership (the "Operating Partnership") and the Reporting Person.
- [F2]Shares of common stock issued in transactions relating to the formation of the Issuer and its operating partnership subsidiary, American Assets Trust, L.P. either pursuant to (1) contribution agreements with the Issuer or the Operating Partnership, pursuant to which Reporting Person and other parties contributed their interests in certain entities that directly or indirectly own properties, to the Issuer, the Operating Partnership or their respective subsidiaries, or (2) merger agreements, where certain entities (interests in which are directly or indirectly owned by the Reporting Person and other parties) that directly or indirectly own properties merged with and into the Issuer, the Operating Partnership or their respective subsidiaries. The value of the common stock was $20.50 per share as of the Transaction Date, based on the price of the common stock of the Issuer at the time of the Issuer's initial public offering.
- [F3]Amount includes (a) 18,880 shares held by Trust A of the W.E. & B.M. Chamberlain Trust, for which the Reporting Person is the trustee; and (b) 32,068 shares held by The John W. and Rebecca S. Chamberlain Trust dated July 14, 1994, for which the Reporting Person is the trustee. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.
- [F4]Represents common units of limited partnership interest ("OP Units") in the Operating Partnership. The Issuer is the general partner of the Operating Partnership. OP Units are redeemable fourteen months from the Transaction Date for cash equal to the then-current market value of one share of common stock, or at the election of the Issuer, for shares of the Issuer's common stock on a one-for-one basis.
- [F5]The OP Units are exchangeable for common stock of the Issuer on a one-for-one basis.
- [F6]The OP Units were issued either pursuant to (1) contribution agreements with the Issuer or the Operating Partnership, pursuant to which Reporting Person contributed their interests in certain entities that directly or indirectly own properties, to the Issuer, the Operating Partnership or their respective subsidiaries, or (2) merger agreements, where certain entities (interests in which are directly or indirectly owned by the Reporting Person) that directly or indirectly own properties merged with and into the Issuer, the Operating Partnership or their respective subsidiaries. The value of the OP Units was $20.50 per share as of the Transaction Date, based on the price of the common stock of the Issuer at the time of the Issuer's initial public offering.
- [F7]Not Applicable.
- [F8]Amount includes (a) 2,818 OP Units held by Trust C of the W.E. & B.M. Chamberlain Trust, for which the Reporting Person is the trustee and (b) 10,694 OP Units held by The John W. and Rebecca S. Chamberlain Trust dated July 14, 1994, for which the Reporting Person is the trustee. The Reporting Person disclaims beneficial ownership of such OP Units, except to the extent of his pecuniary interest therein.
Documents
Issuer
American Assets Trust, Inc.
CIK 0001500217
Entity typeother
Related Parties
1- filerCIK 0001508168
Filing Metadata
- Form type
- 4
- Filed
- Jan 18, 7:00 PM ET
- Accepted
- Jan 19, 5:52 PM ET
- Size
- 12.5 KB