SEC Form 4 · accession 0001181431-15-003103
DCT Industrial Trust Inc. · DCT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John Spiegleman
Officer — EVP, General Counsel, & Secy
Period of report
Feb 19, 2015
Accepted (ET)
Feb 23, 2015 · 5:54 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001170991
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| LTIP UnitsF1,F3,F2 | — | Feb 19, 2015 | A | 13,479 | A | — | — | Common Stock | 13,479 | 63,704 | D |
Explanation of responses
- F1Represents units of limited partnership interest 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.
- F2The 13,479 LTIP Units vest over four years: 25% on January 1, 2016 and 25% each January 1st thereafter.
- F3On 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, DCTOP effected a corresponding one-for-four split of its outstanding units of limited partnership interest (the "Reverse Unit Split"). The number of securities beneficially owned was adjusted by dividing by four to reflect the Reverse Unit Split.