SEC Form 4 · accession 0001144204-15-072069

Gramercy Property Trust Inc. · GPT

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Gordon F Dugan

Officer — Chief Executive Officer · Director

Period of report

Dec 17, 2015

Accepted (ET)

Dec 21, 2015 · 9:43 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 value^F1	Dec 17, 2015	D	608,467	—	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 Units^F2,F3,F4	—	Dec 17, 2015	D	85,250	D	—	—	Common Stock	85,250	0	D

Explanation of responses

F1Represents 120,967 unvested restricted stock awards, 75,000 unvested restricted stock units and 412,500 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 385,860 restricted common shares of beneficial interest of Chambers, the unvested restricted stock units will be disposed of in exchange for an award of 239,235 Chambers restricted stock units, and the common stock will be disposed of in exchange for 1,315,792 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.