4//SEC Filing
Shields Kevin 4
Accession 0001600626-20-000056
CIK 0001600626other
Filed
Feb 3, 7:00 PM ET
Accepted
Feb 4, 7:28 PM ET
Size
21.4 KB
Accession
0001600626-20-000056
Insider Transaction Report
Form 4
Shields Kevin A
DirectorChief Executive Officer
Transactions
- Award
Class E Operating Partnership Units
2019-04-30+2,334,873.77→ 2,334,873.77 total→ Common Stock (2,334,873.77 underlying) - Award
Class E Operating Partnership Units
2019-04-30+24,033,509.07→ 24,033,509.07 total(indirect: By LLC)From: 2020-11-30→ Common Stock (24,033,509.07 underlying) - Award
Class I OP Units of the GCEAR II OP
2018-02-16+123,779→ 123,779 total(indirect: By Griffin Capital Vertical Partners, L.P.)→ Common Stock (123,779 underlying) - Award
Class I OP Units of the GCEAR II OP
2019-02-14+403,265→ 527,044 total(indirect: By Griffin Capital Vertical Partners, L.P.)→ Common Stock (403,265 underlying) - Award
Class I Operating Partnership Units
2019-04-30+527,044→ 527,044 total(indirect: By Griffin Capital Vertical Partners, L.P.)→ Common Stock (527,044 underlying) - Award
Class E Operating Partnership Units
2019-04-30+22,254.64→ 22,254.64 total(indirect: By LLC)→ Common Stock (22,254.64 underlying)
Footnotes (8)
- [F1]The Reporting Person has the right to cause Griffin Capital Essential Asset Operating Partnership, L.P. (the "Partnership"), of which the Issuer is the general partner, to redeem all or a portion of the limited partnership units of the Partnership (the "OP Units") reported in this Form 4 for cash in an amount equal to the value of an equivalent number of shares of common stock of the Issuer, or at the Issuer's option, shares of common stock of the Issuer on a one-for-one basis. The OP Units reported herein are immediately exercisable and have no expiration date.
- [F2]The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
- [F3]The OP Units were issued to Griffin Capital Vertical Partners, L.P. ("GCVP") as an annual distribution pursuant to the terms of the Griffin Capital Essential Asset Operating Partnership II, L.P. (the "GCEAR II OP") Third Amended and Restated Limited Partnership Agreement for the special limited partner interest in the GCEAR II OP held by Griffin Capital Essential Asset Advisor II, LLC (the "Advisor"), which the Advisor directed to be issued to GCVP. The Reporting Person indirectly owns and controls GCVP.
- [F4]GCVP received 527,044 Class I OP Units of the Partnership in exchange for its 527,044 limited partnership units of the GCEAR II OP in connection with the merger of Griffin Capital Essential Asset REIT, Inc. into a wholly-owned subsidiary of the Issuer and the merger of the GCEAR II OP with and into the Partnership (collectively, the "Merger"). In the Merger, each limited partnership unit of the GCEAR II OP outstanding immediately prior to the effective time of the Merger converted into the right to receive one OP Unit in the Partnership. On April 30, 2019, the effective date of the Merger, the Issuer's net asset value per share was $9.56. The Reporting Person indirectly owns and controls GCVP.
- [F5]The Reporting Person received 2,334,873.77 Class E OP Units of the Partnership in exchange for 2,227,784.18 limited partnership units of Griffin Capital Essential Asset Operating Partnership, L.P. in connection with the Merger. In the Merger, each OP Unit outstanding immediately prior to the effective time of the Merger converted into the right to receive 1.04807 Class E OP Units in the Partnership. On April 30, 2019, the effective date of the Merger, the Issuer's net asset value per share was $9.56.
- [F6]The Reporting Person has the right to cause the Partnership, of which the Issuer is the general partner, to redeem all or a portion of the OP Units reported on this row of this Form 4 for cash in an amount equal to the value of an equivalent number of shares of common stock of the Issuer, or at the Issuer's option, shares of common stock of the Issuer on a one-for-one basis. The OP Units reported on this row are exercisable beginning on November 30, 2020 and have no expiration date.
- [F7]Griffin Capital, LLC received 24,033,509.07 Class E OP Units of the Partnership in exchange for 22,931,206.00 limited partnership units of Griffin Capital Essential Asset Operating Partnership, L.P. in connection with the Merger. In the Merger, each OP Unit outstanding immediately prior to the effective time of the Merger converted into the right to receive 1.04807 Class E OP Units in the Partnership. On April 30, 2019, the effective date of the Merger, the Issuer's net asset value per share was $9.56. The Reporting Person indirectly owns and controls Griffin Capital, LLC.
- [F8]Griffin Capital Company, LLC received 22,254.64 Class E OP Units of the Partnership in exchange for 21,233.92 limited partnership units of Griffin Capital Essential Asset Operating Partnership, L.P. in connection with the Merger. In the Merger, each OP Unit outstanding immediately prior to the effective time of the Merger converted into the right to receive 1.04807 Class E OP Units in the Partnership. On April 30, 2019, the effective date of the Merger, the Issuer's net asset value per share was $9.56. The Reporting Person indirectly owns and controls Griffin Capital Company, LLC.
Documents
Issuer
Griffin Capital Essential Asset REIT, Inc.
CIK 0001600626
Entity typeother
Related Parties
1- filerCIK 0001519317
Filing Metadata
- Form type
- 4
- Filed
- Feb 3, 7:00 PM ET
- Accepted
- Feb 4, 7:28 PM ET
- Size
- 21.4 KB