SEC Form 4 · accession 0001287865-18-000009
MEDICAL PROPERTIES TRUST INC · MPT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
R Steven Hamner
Officer — Executive Vice President & CFO · Director
Period of report
May 29, 2018
Accepted (ET)
May 31, 2018 · 7:01 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 $0.001F1 | May 29, 2018 | A | 78,493 | $0.00 | A | 1,149,044 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted common stock unitsF2,F3,F4 | — | May 29, 2018 | A | 159,109 | A | — | — | Common stock, par value $0.001 | 159,109 | 159,109 | D |
Explanation of responses
- F1Shares vest at the beginning of each calendar quarter ending March 31, 2021; dividends are paid currently.
- F2Each restricted stock award is the economic equivalent of one share of the Company's common stock.
- F3Represents the target number of shares that may be earned based on the achievement of specific performance thresholds pertaining to the Company's return on equity (40%), EBITDA (40%), and completed acquisitions (20%), as defined and set by our compensation committee, over the period from January 1, 2018 through December 31, 2020, with the opportunity to earn up to one third of the award in any one year for performance against the specified measures. 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. Furthermore, each of the performance based awards are subject to a modifier, which increases or decreases actual shares earned (both in one year and three years) based on the Company's relative total return to shareholders compared to the SNL Healthcare REIT Index. (continued on footnote 4)
- F4At 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.