SEC Form 4 · accession 0000899243-16-012403

BioMed Realty Trust Inc · BMR

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

Reporting owner

Alan D Gold

Officer — Chairman, President and CEO · Director

Period of report

Jan 27, 2016

Accepted (ET)

Jan 29, 2016 · 5:00 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 Stock^F1	Jan 27, 2016	D	555,433	$23.8239	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Limited Partnership Units^F4,F2,F3	—	Jan 27, 2016	D	17,144	D	Oct 1, 2005	—	Common Stock	17,144	I
Limited Partnership Units^F4,F2,F3	—	Jan 27, 2016	D	161,894	D	Oct 1, 2005	—	Common Stock	161,894	I
Limited Partnership Units^F4,F2,F3	—	Jan 27, 2016	D	928,098	D	Oct 1, 2005	—	Common Stock	928,098	D
LTIP Units^F5,F8,F6,F7	—	Jan 27, 2016	D	52,500	D	—	—	Common Stock	52,500	D
LTIP Units^F5,F4,F6,F7	—	Jan 27, 2016	D	12,950	D	—	—	Common Stock	12,950	D
Limited Partnership Units^F4,F9,F2,F3	—	Jan 27, 2016	D	56,822	D	Oct 1, 2005	—	Common Stock	56,822	I
Limited Partnership Units^F4,F9,F2,F3	—	Jan 27, 2016	D	56,822	D	Oct 1, 2005	—	Common Stock	56,822	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. 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.
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 and certain of the Reporting Person's LTIP Units were converted into 5.5% Series B Cumulative Preferred Units of the surviving partnership in the merger on a one-for-one basis.
F5Profits interest units of the Operating Partnership. The LTIP Units are subject to time-based restrictions.
F6Upon the occurrence of certain "triggering events," the LTIP Units can over time achieve full parity with common units of the Operating Partnership for all purposes. If such parity is reached, vested LTIP Units convert to common units of the Operating Partnership.
F7The LTIP Units do not have an expiration date.
F8In 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 received $23.8239 in cash in exchange for certain LTIP Units held by the Reporting Person.
F9An irrevocable trust of which a family member of the reporting person is a trustee and of which one of the reporting person's adult children is the sole beneficiary.