SEC Form 4 · accession 0001123292-17-001461
FIRST POTOMAC REALTY TRUST · FPO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Samantha Sacks Gallagher
Officer — EVP and General Counsel
Period of report
Oct 2, 2017
Accepted (ET)
Oct 2, 2017 · 4:52 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001254595
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Shares | Oct 2, 2017 | A | 50,313 | $0.00 | A | 272,147 | D | |
| Common Shares | Oct 2, 2017 | A | 17,822 | $0.00 | A | 289,969 | D | |
| Common SharesF3 | Oct 2, 2017 | D | 289,969 | — | D | 0 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents fully vested restricted common shares issued upon settlement of awards granted under the 2009 Equity Compensation Plan pursuant to the terms of Look-Back LTI Awards (as defined in the Agreement and Plan of Merger, dated as of June 27, 2017, among First Potomac Realty Trust, First Potomac Realty Investment Limited Partnership (the "Company"), Government Properties Income Trust ("GOV"), GOV NEW OPPTY REIT, a wholly-owned subsidiary of GOV ("REIT Merger Sub"), and GOV NEW OPPTY LP, a majority-owned subsidiary of REIT Merger Sub and wholly-owned subsidiary of GOV (the "Merger Agreement")).
- F2Represents fully vested restricted common shares awarded under the 2009 Equity Compensation Plan in accordance with the terms of the applicable award agreement upon settlement of performance-based restricted shares that were previously issued at the "target" performance level, and which vested at the "stretch" performance level, based upon achievement of relative and absolute total shareholder return goals measured over the performance period from February 22, 2016 through the day immediately prior to the closing of the merger transactions effected pursuant to the Merger Agreement.
- F3Disposed of pursuant to the terms of the Merger Agreement in exchange for $11.15 in cash per share, without interest, less any applicable tax withholding.