SEC Form 4 · accession 0001209191-15-083253
DCT Industrial Trust Inc. · DCT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeff Phelan
Officer — President
Period of report
Dec 1, 2015
Accepted (ET)
Dec 3, 2015 · 4:46 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 | Dec 1, 2015 | M | 2,636 | $22.20 | A | 32,514 | D | |
| Common Stock | Dec 1, 2015 | F | 1,937 | $38.60 | D | 30,577 | D | |
| Common StockF1 | Dec 1, 2015 | C | 55,000 | $0.00 | A | 85,577 | D | |
| Common Stock | Dec 1, 2015 | S | 28,637 | $38.53 | D | 56,940 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionF2,F3 | $22.20 | Dec 1, 2015 | M | 2,636 | D | — | Feb 3, 2021 | Common Stock | 2,636 | 0 | D |
| LTIP UnitsF4 | — | Dec 1, 2015 | C | 55,000 | D | — | — | Common Stock | 55,000 | 126,688 | D |
Explanation of responses
- F155,000 of the Reporting Person's units of limited partnership interest ("LTIP Units") in DCT Industrial Operating Partnership LP ("DCTOP") were converted into common units of limited partnership interest in DCTOP ("Common OP Units") and then were immediately converted into an equal number of shares of the Issuer's Common Stock.
- F2On November 17, 2014, the Issuer effected a one-for-four reverse stock split of its Common Stock (the "Reverse Split") and concurrently with the Reverse Stock Split, 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.
- F3The Stock Options ("Options") were granted under the Issuer's Long-Term Incentive Plan. The Options vested over four years: 25% on January 1, 2012, and 25% on each of January 1, 2013, 2014, and 2015.
- F4Represents LTIP Units in 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 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.