SEC Form 4 · accession 0001287865-17-000014
MEDICAL PROPERTIES TRUST INC · MPT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Emmett E McLean
Officer — Executive Vice President & COO
Period of report
Jun 29, 2017
Accepted (ET)
Jul 3, 2017 · 4:40 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001287865
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common stock, par value $0.001F2,F3,F4,F1 | Jun 29, 2017 | A | 68,824 | $0.00 | A | 820,993 | D | |
| Common stock, par value $0.001F5,F6 | Jun 29, 2017 | A | 218,199 | $0.00 | A | 1,039,192 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The total amount of securities beneficially owned following the reported transaction includes a decrease of 115,000 shares as a result of forfeitures related to previously disclosed share awards.
- F2Represents the target number of shares that may be earned based on the achievement of specific performance thresholds as set by our compensation committee for the one-year performance period of 2017. However, more or less shares than the target number of shares may be earned based on our performance with the number of shares earned based on achievement of performance between points being interpolated on a linear basis. The pre-established performance thresholds for 2017 are as follows: a. Approximately 47% of the target shares may be earned based on the Company's return on equity ("ROE"), as defined by our compensation committee, over the period from January 1, 2017 through December 31, 2017. If the Company's ROE is equal to 12.5% for the one-year period, 50% of these shares will be earned. If the Company's ROE is equal to 13%, 100% of these shares will be earned. If the Company's ROE is greater than or equal to 13.5%, 200% of these shares will be earned. (continued on footnote 3)
- F3b. Approximately 42% of the target shares may be earned based on the achievement of a one-year total shareholder return as compared to the SNL U.S. REIT Healthcare Index ("Index") over the period from January 1, 2017 through December 31, 2017. If the shareholder return is equal to the Index minus 3% for the one-year period, 50% of these shares will be earned. If the shareholder return is equal to the Index, 100% of these shares will be earned. If the shareholder return is greater than or equal to the Index plus 3%, 200% of these shares will be earned. (continued on footnote 4)
- F4c. Approximately 11% of the target shares may be earned based on the Company's general and administrative expenses ("G&A") as a percentage of revenue, as defined by our compensation committee, over the period from January 1, 2017 through December 31, 2017. If the Company's G&A as a percentage of revenue is equal to 10% for the one-year period, 50% of these shares will be earned. If the Company's G&A as a percentage of revenue is equal to 9.5%, 100% of these shares will be earned. If the Company's G&A as a percentage of revenue is 9% or less, 200% of these shares will be earned. At the end of the one-year performance period, any earned shares will be subject to an additional two years of ratable time-based vesting on an annual basis. Dividends are paid on these shares only upon achievement of the performance measures.
- F5Shares may be earned based on the achievement of a multi-year cumulative total shareholder return as compared to pre-established returns set by our compensation committee. If the cumulative shareholder return from January 1, 2017 through December 31, 2019 is 27% or greater, then 30% of these shares will be earned ("2019 award"). If the cumulative shareholder return from January 1, 2017 through December 31, 2020 is 36% or greater, then 30% of these shares may be earned ("2020 award"). However, the maximum percentage cumulatively earned in connection with both the 2019 award and the 2020 award shall not exceed 30% of the total award. If the cumulative shareholder return from January 1, 2017 through December 31, 2021 is 45% or greater, then 100% of these shares will be earned less the shares earned with the 2019 award and the 2020 award. (continued on footnote 6)
- F6At the end of each of the performance periods, any earned shares during such period will vest on January 1 of the following calendar year. Dividends are paid on these shares only upon achievement of the performance measures.