SEC Form 4 · accession 0001144204-15-072067
Gramercy Property Trust Inc. · GPT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jon W. Clark
Officer — Chief Financial Officer
Period of report
Dec 17, 2015
Accepted (ET)
Dec 21, 2015 · 9:41 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001287701
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, $0.001 par valueF1 | Dec 17, 2015 | D | 42,640 | — | 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 UnitsF2,F3,F4 | — | Dec 17, 2015 | D | 8,525 | D | — | — | Common Stock | 8,525 | 0 | D |
| Stock Options (Right to Buy)F5 | $107.27 | Dec 17, 2015 | D | 1,350 | D | — | Jun 28, 2017 | Common Stock | 1,350 | 0 | D |
| Stock Options (Right to Buy)F6 | $89.99 | Dec 17, 2015 | D | 1,350 | D | — | Dec 31, 2017 | Common Stock | 1,350 | 0 | D |
Explanation of responses
- F1Represents 4,515 unvested restricted stock awards, 7,500 unvested restricted stock units and 30,625 shares of Gramercy Property Trust Inc. ("Gramercy") common stock. Pursuant to the merger agreement between Gramercy and Chambers Street Properties ("Chambers"), the unvested restricted stock award will be disposed of in exchange for an award of 14,401 restricted common shares of beneficial interest of Chambers, the unvested restricted stock units will be disposed of in exchange for an award of 23,923 Chambers restricted stock units, and the common stock will be disposed of in exchange for 97,687 common shares of beneficial interest of Chambers, in each case based upon an exchange ratio of 3.1898
- F2Represents LTIP Units of GPT Property Trust LP ("GPT OP") earned pursuant to the Gramercy Property Trust Inc. 2012 Long-Term Outperformance Plan (the "Plan"). Prior to the effective time of the merger, Gramercy was the general partner of GPT OP. Following the merger, Chambers is the general partner entity of GPT OP.
- F3Conditioned upon minimum allocation to the capital account of the LTIP Units for federal income tax purposes, each LTIP Unit may be converted, at the election of the holder, into a Class A Unit of limited partnership interest in GPT OP (a "Common Unit"). Prior to the merger, each Common Unit was redeemable, at the election of the holder, for cash equal to the fair market value of a share of Gramercy's common stock, or, where Gramercy elected, one share of Gramercy common stock.
- F4Following the Merger, the Common Units are exchangeable, at the election of the holder, for cash equal to 3.1898 multiplied by the fair market value of one common share of beneficial interest of Chambers or, where the general partner elects, 3.1898 common shares of beneficial interest of Chambers. The rights to convert LTIP Units into Common Units and redeem Common Units do not have expiration dates. The LTIP Units earned pursuant to the Plan vest 50% on June 30, 2016 and 50% on June 30, 2017, subject to continued employment.
- F5This option, which was fully vested at the time of the merger, was assumed by Chambers in the merger and replaced with an option to purchase 4,306 common shares of beneficial interest of Chambers for $33.63 per share.
- F6This option, which was fully vested at the time of the merger, was assumed by Chambers in the merger and replaced with an option to purchase 4,306 common shares of beneficial interest of Chambers for $28.21 per share.