City Office REIT, Inc. 4
4 · City Office REIT, Inc. · Filed Aug 11, 2015
Insider Transaction Report
Form 4
BELZBERG SAMUEL
Director10% Owner
Transactions
- Other
Operating Partnership Units
2015-08-07+94,533→ 1,545,628 total(indirect: By Partnership)→ Common Stock (94,533 underlying)
Footnotes (3)
- [F1]Represents common units of limited partnership interest ("OP Units") in City Office REIT Operating Partnership, L.P., a Maryland limited partnership (the "Operating Partnership"). City Office REIT, Inc., a Maryland corporation (the "Issuer") is the general partner of the Operating Partnership. The OP Units are redeemable, beginning April 14, 2015, for cash equal to the then current-market value of one share of the Issuer's common stock or, at the election of the Issuer, for shares of the Issuer's common stock on a one-for-one basis.
- [F2]As part of the formation transactions of City Office REIT, Inc. (the "Company") and a contribution agreement executed in connection with the Company's Central Fairwinds property (the "Property"), the Company is obligated to make additional payments to certain of the contributors, including CIO REIT Stock Limited Partnership and CIO OP Limited Partnership, referenced in the contribution agreement (each, an "Earn-Out Payment"). Earn-Out Payments are contingent on the Property reaching certain specified occupancy levels through new leases to qualified tenants and exceeding a net operating income threshold. As of June 30, 2015, the 70% earn-out occupancy and net operating income thresholds had been met. The number of shares issuable as part of the Earn-Out Payment, and the price ($12.31) at which they were issuable, and the number of Operating Partnership Units were determined on August 7, 2015, pursuant to a formula set forth in the contribution agreement.
- [F3]The OP Units are vested as of the date of issuance. The OP Units have no expiration date.