4//SEC Filing
American Residential Properties, Inc. 4
Accession 0001548981-16-000092
CIK 0001548981operating
Filed
Mar 1, 7:00 PM ET
Accepted
Mar 2, 7:47 PM ET
Size
13.6 KB
Accession
0001548981-16-000092
Insider Transaction Report
Form 4
Schmitz Stephen G.
DirectorChairman and CEO
Transactions
- Disposition to Issuer
Common Stock, $0.01 par value per share
2016-02-29−500→ 0 total - Award
LTIP Units
2016-02-29+156,834→ 410,679 total→ Common Stock (156,834 underlying) - Disposition to Issuer
LTIP Units
2016-02-29−410,679→ 0 total→ Common Stock (410,679 underlying) - Disposition to Issuer
Common Units
2016-02-29−175,000→ 0 total(indirect: See footnote.)→ Common Stock (175,000 underlying)
Footnotes (8)
- [F1]Disposed of pursuant to the Agreement and Plan of Merger, dated as of December 3, 2015, among American Residential Properties, Inc. (the "Issuer"), American Residential OP, L.P. ("ARP OP"), American Homes 4 Rent ("AMH") and American Homes 4 Rent, L.P. ("AMH OP"), among others (the "Merger Agreement"), in exchange for 567 Class A common shares of AMH (plus cash in lieu of fractional shares), which had a closing market value per share of $14.00 on the effective date of the mergers contemplated by the Merger Agreement.
- [F2]Represents LTIP Units in ARP OP, the operating partnership of the Issuer.
- [F3]As described in ARP OP's partnership agreement, vested LTIP Units, after achieving parity with Common Units of ARP OP, may be exchanged at any time for cash or, at the election of the Issuer, for shares of common stock of the Issuer on a one-for-one basis. LTIP Units have no expiration date.
- [F4]Performance-based LTIP Units that became vested as contemplated by the Merger Agreement.
- [F5]Disposed of pursuant to the Merger Agreement in exchange for 466,120 Class A Units of AMH OP (plus cash in lieu of fractional units), which, for purposes of this Form 4, had a value of $14.00 per unit, which was the closing market value per Class A common share of AMH on the effective date of the mergers contemplated by the Merger Agreement.
- [F6]Represents units of limited partnership interest ("Common Units") in ARP OP. Common Units may be exchanged at any time for cash or, at the election of the Issuer, for shares of Common Stock on a one-for-one basis. Common Units have no expiration date.
- [F7]Disposed of pursuant to the Merger Agreement in exchange for 198,625 Class A Units of AMH OP, which, for purposes of this Form 4, had a value of $14.00 per unit, which was the closing market value per Class A common share of AMH on the effective date of the mergers contemplated by the Merger Agreement.
- [F8]The Common Units were owned by American Residential Management, Inc. ("ARM"), which is jointly owned by the Reporting Person and another executive officer of the Issuer. Accordingly, the Reporting Person shared dispositive power over these Common Units. Except to the extent of the Reporting Person's pecuniary interest in ARM, the Reporting Person disclaimed beneficial ownership of these Common Units.
Documents
Issuer
American Residential Properties, Inc.
CIK 0001548981
Entity typeoperating
IncorporatedMD
Related Parties
1- filerCIK 0001548981
Filing Metadata
- Form type
- 4
- Filed
- Mar 1, 7:00 PM ET
- Accepted
- Mar 2, 7:47 PM ET
- Size
- 13.6 KB