SEC Form 4 · accession 0001181431-15-002738
DCT Industrial Trust Inc. · DCT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael J Ruen
Officer — Managing Director
Period of report
Feb 13, 2015
Accepted (ET)
Feb 18, 2015 · 5:58 pm EST
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 Stock | Feb 13, 2015 | M | 27,500 | $13.64 | A | 49,782 | D | |
| Common Stock | Feb 13, 2015 | M | 14,568 | $18.24 | A | 64,350 | D | |
| Common Stock | Feb 13, 2015 | M | 10,843 | $22.20 | A | 75,193 | D | |
| Common Stock | Feb 13, 2015 | F | 33,893 | $36.70 | D | 41,300 | D | |
| Common StockF6 | Feb 13, 2015 | C | 4,592 | $0.00 | A | 45,892 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionF1,F2 | $13.64 | Feb 13, 2015 | M | 27,500 | D | — | Feb 10, 2019 | Common Stock | 27,500 | 0 | D |
| Stock OptionF1,F3 | $18.24 | Feb 13, 2015 | M | 14,568 | D | — | Feb 11, 2020 | Common Stock | 14,568 | 0 | D |
| Stock OptionF1,F4 | $22.20 | Feb 13, 2015 | M | 10,843 | D | — | Feb 3, 2021 | Common Stock | 10,843 | 0 | D |
| LTIP UnitsF5,F1 | — | Feb 13, 2015 | C | 4,592 | D | — | — | Common Stock | 4,592 | 111,024 | D |
Explanation of responses
- F1On November 17, 2014, the Issuer effected a one-for-four reverse stock split of its Common Stock (the "Reverse Stock Split") and, concurrently with the Reverse Stock Split, DCT Industrial Operating Partnership LP ("DCTOP"), of which the Issuer is the sole general partner, effected a corresponding one-for-four reverse split of its outstanding units of limited partnership interest (the "Reverse Unit Split"). The exercise prices and numbers of securities beneficially owned were adjusted by multiplying or dividing each by four, as applicable, to reflect the Reverse Stock Split and the Reverse Unit Split.
- F2The Stock Options (the "Options") were granted under the Issuer's Long-Term Incentive Plan. The Options vested over four years: 25% on each of January 1, 2010, 2011, 2012 and 2013.
- F3The Options were granted under the Issuer's Long-Term Incentive Plan. The Options vested over four years: 25% on each of January 1, 2011, 2012, 2013 and 2014.
- F4The Options were granted under the Issuer's Long-Term Incentive Plan. The Options vested over four years: 25% on each of January 1, 2012, 2013, 2014 and 2015.
- F5Represents units of limited partnership interest ("LTIP Units") in DCT Industrial Operating Partnership LP ("DCTOP"), of which the Issuer is the general partner, issued as long term incentive compensation pursuant to the Issuer'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 ("Common OP Unit"). Each Common 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 the Issuer's Common Stock, except that the Issuer may, at its election, acquire each Common OP Unit so presented for one share of Common Stock.
- F64,592 of the Reporting Person's LTIP Units in DCTOP were converted into Common OP Units and then were immediately converted into an equal number of shares of the Issuer's Common Stock.