SEC Form 4 · accession 0000899243-18-023042
DCT Industrial Trust Inc. · DCT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark Skomal
Officer — Chief Accounting Officer
Period of report
Aug 22, 2018
Accepted (ET)
Aug 22, 2018 · 5:24 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001170991
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Aug 22, 2018 | D | 1,167 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| LTIP UnitsF3,F4,F6,F5 | — | Aug 22, 2018 | D | 12,289 | D | — | — | Common Stock | 12,289 | 0 | D |
| Stock OptionF7,F9,F10,F8 | $22.20 | Aug 22, 2018 | D | 1,084 | D | — | Feb 3, 2021 | Common Stock | 1,084 | 0 | D |
| Stock OptionF7,F9,F10,F8 | $18.24 | Aug 22, 2018 | D | 1,618 | D | — | Feb 11, 2020 | Common Stock | 1,618 | 0 | D |
Explanation of responses
- F1Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of April 29, 2018, by and among Prologis, Inc., Prologis, L.P., DCT Industrial Trust Inc. ("DCT") and DCT Industrial Operating Partnership LP ("DCTOP"), on August 22, 2018, (i) DCT merged with and into Prologis, Inc., with Prologis, Inc. surviving the merger (the "Company Merger") and (ii) DCTOP merged with and into Prologis, L.P., with Prologis, L.P. surviving the merger (the "Partnership Merger").
- F10(Continued from Footnote 9) and (ii) dividing the resulting amount determined under (i) by the fair market value of a share of DCT Common Stock determined immediately prior to the effective time of the Company Merger. The closing price of DCT Common Stock on August 21, 2018 was $66.28 per share.
- F2(Continued from Footnote 1) Pursuant to the Merger Agreement, each outstanding share of common stock, par value $0.01 per share, of DCT ("DCT Common Stock") held by the reporting person was automatically converted into the right to receive 1.02 shares of common stock, par value $0.01 per share, of Prologis, Inc. ("Prologis Common Stock"), subject to any withholding required under applicable tax law, plus cash in lieu of any fractional shares of Prologis Common Stock. On August 21, 2018, the closing price of DCT Common Stock was $ 66.28 per share and the closing price of Prologis Common Stock was $65.75 per share.
- F3Represents units of limited partnership interest in DCTOP ("LTIP Units"), of which DCT is the sole general partner, issued as long term incentive compensation pursuant to DCT's equity based compensatory programs. Conditioned upon minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, each LTIP Unit may be converted, at the election of the holder, into a common unit of limited partnership interest in DCTOP (an "OP Unit"). Each OP Unit acquired upon conversion of an LTIP Unit may be presented for redemption at the election of the holder, for cash equal to the fair market value of a share of DCT Common Stock, except that DCT may, at its election, acquire each OP Unit so presented for one share of DCT Common Stock.
- F4Pursuant to the Merger Agreement, immediately prior to the effective time of the Partnership Merger, each issued and outstanding unvested LTIP Unit of the reporting person automatically became fully vested in accordance with the terms of DCT's equity based compensatory programs and award agreement or other agreement or document evidencing such LTIP Units.
- F5The LTIP Units did not have an expiration date.
- F6Pursuant to the terms of the Merger Agreement, immediately prior to the effective time of the Partnership Merger, each issued and outstanding vested LTIP Unit of the reporting person was converted into an OP Unit pursuant to the limited partnership agreement of DCTOP. At the effective time of the Partnership Merger, each outstanding OP Unit was automatically converted into the right to receive 1.02 common units of limited partnership interest in Prologis, L.P.
- F7On November 17, 2014, DCT effected a one-for-four reverse stock split of DCT (the "Reverse Stock Split"). The exercise prices and number of securities beneficially owned were adjusted by multiplying or dividing each by four, as applicable, to reflect the Reverse Stock Split.
- F8Options were fully vested.
- F9Pursuant to the terms of the Merger Agreement, at the effective time of the Company Merger, each outstanding and unexercised option to purchase DCT Common Stock held by the reporting person automatically terminated and converted into the right of the reporting person to receive a number of shares of Prologis Common Stock, rounded down to the nearest whole number of shares, equal to (a) 1.02 multiplied by (b) the number of shares of DCT Common Stock obtained by (i) multiplying (A) the number of shares of DCT Common Stock that were subject to such option immediately prior to the effective time of the Company Merger by (B) the excess, if any, of the fair market value of a share of DCT Common Stock determined immediately prior to the effective time of the Company Merger over the per share exercise price of such option,