SEC Form 4 · accession 0000899243-17-006213
EQUITY ONE, INC. · EQY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David R Lukes
Officer — Chief Executive Officer
Period of report
Mar 1, 2017
Accepted (ET)
Mar 2, 2017 · 8:57 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001042810
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.01 per shareF1 | Mar 1, 2017 | M | 200,000 | $4,574,000.00 | A | 315,740 | D | |
| Common Stock, par value $0.01 per shareF2 | Mar 1, 2017 | A | 234,450 | $0.00 | A | 550,190 | D | |
| Common Stock, par value $0.01 per shareF3 | Mar 1, 2017 | F | 160,524 | $0.00 | D | 389,666 | D | |
| Common Stock, par value $0.01 per shareF4 | Mar 1, 2017 | D | 200,000 | $1,757,500.00 | D | 189,666 | D | |
| Common Stock, par value $0.01 per shareF5 | Mar 1, 2017 | D | 189,666 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F6 | $22.87 | Mar 1, 2017 | M | 200,000 | D | Mar 1, 2017 | May 12, 2024 | Common Stock | 200,000 | 0 | D |
Explanation of responses
- F1Represents shares acquired upon the deemed exercise of stock options. Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of November 14, 2016, by and among the Issuer and Regency Centers Corporation ("Regency"), pursuant to which the Issuer merged with and into Regency with Regency surviving the merger (the "Merger"), at the effective time of the Merger, each unvested option vested and each option was converted into the right to receive an amount in cash equal to the excess of (i) (x) the value of a share of Regency common stock as of the last complete trading day prior to the effective time of the Merger, multiplied by (y) 0.45, over (ii) the exercise price. The acquisition was exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rules 16b-6(b) and 16b-3 promulgated thereunder.
- F2Represents shares issued under Issuer's Long-Term Incentive Plan ("LTIP") in connection with the Merger. The acquisition was exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-3 promulgated thereunder.
- F3Represents shares surrendered to the Issuer for the payment of tax obligations arising from the vesting of restricted stock and the issuance of shares under the Issuer's LTIP. The disposition was exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-3 promulgated thereunder.
- F4Represents shares disposed of at the effective time of the Merger. Pursuant to the Merger Agreement, at the effective time of the Merger, each option was converted into the right to receive an amount in cash equal to the excess of (i) (x) the value of a share of Regency common stock as of the last complete trading day prior to the effective time of the Merger, multiplied by (y) 0.45, over (ii) the exercise price.
- F5Pursuant to the Merger Agreement, at the effective time of the Merger, each share of the Issuer's common stock, par value $0.01 per share, held by the Reporting Person was converted into the right to receive 0.45 shares of Regency's common stock, par value $0.01.
- F6Pursuant to the Merger Agreement, at the effective time of the Merger, each unvested option vested and each option was converted into the right to receive an amount in cash equal to the excess of (i) (x) the value of a share of Regency common stock as of the last complete trading day prior to the effective time of the Merger, multiplied by (y) 0.45, over (ii) the exercise price. The disposition was exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-6(b) promulgated thereunder.