SEC Form 4 · accession 0000899243-16-012400
BioMed Realty Trust Inc · BMR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James R Berens
Officer — President, Wexford
Period of report
Jan 27, 2016
Accepted (ET)
Jan 29, 2016 · 4:57 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001289236
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jan 27, 2016 | D | 18,477 | $23.8239 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Limited Partnership UnitsF4,F2,F3 | — | Jan 27, 2016 | D | 272,491 | D | — | — | Common Stock | 272,491 | 0 | I |
Explanation of responses
- F1In connection with the merger of BioMed Realty Trust, Inc. (the "Company") with and into BRE Edison L.P., an affiliate of The Blackstone Group L.P. (the "Merger") and the Agreement and Plan of Merger, dated as of October 7, 2015, among the Company, BioMed Realty, L.P. (the "Operating Partnership") and affiliates of The Blackstone Group L.P., each holder of shares of common stock of the Company received $23.8239 in cash in exchange for each such share.
- F2Limited Partnership Units in the Operating Partnership. Limited Partnership Units are redeemable for cash based upon the fair market value of an equivalent number of shares of common stock of the Company, or, at the election of the Company, shares of the Company's common stock on a 1-for-1 basis. Upon completion of the Merger, all of the Reporting Person's Limited Partnership Units became fully vested.
- F3The Limited Partnership Units have no expiration date.
- F4In connection with the merger of BRE Edison Acquisition L.P., an affiliate of The Blackstone Group L.P., with and into the Operating Partnership, and the Agreement and Plan of Merger, dated as of October 7, 2015, among the Company, the Operating Partnership and affiliates of The Blackstone Group L.P., the Reporting Person's Limited Partnership Units were converted into 5.5% Series B Cumulative Preferred Units of the surviving partnership in the merger on a one-for-one basis.