SEC Form 4 · accession 0001209191-15-034376
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
Apr 15, 2015
Accepted (ET)
Apr 15, 2015 · 5:32 pm EDT
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 | Apr 15, 2015 | C | 7,250 | — | A | 483,120 | D | |
| Common Stock | Apr 15, 2015 | G | 7,250 | $0.00 | D | 475,870 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| LTIP UnitsF5,F1,F6 | — | Apr 15, 2015 | C | 7,250 | D | — | — | Common Stock | 7,250 | 65,450 | D |
| Limited Partnership UnitsF3,F4 | — | holding | — | — | — | Oct 1, 2005 | — | Common Stock | 17,144 | 17,144 | I |
| Limited Partnership UnitsF3,F4 | — | holding | — | — | — | Oct 1, 2005 | — | Common Stock | 161,894 | 161,894 | I |
| Limited Partnership UnitsF3,F4 | — | holding | — | — | — | Oct 1, 2005 | — | Common Stock | 928,098 | 928,098 | D |
| Limited Partnership UnitsF7,F3,F4 | — | holding | — | — | — | Oct 1, 2005 | — | Common Stock | 56,822 | 56,822 | I |
| Limited Partnership UnitsF7,F3,F4 | — | holding | — | — | — | Oct 1, 2005 | — | Common Stock | 56,822 | 56,822 | I |
Explanation of responses
- F1The reporting person redeemed 7,250 LTIP Units of BioMed Realty, L.P. (the "Operating Partnership"), which BioMed Realty Trust, Inc. (the "Company") elected to redeem in shares of common stock of the Company. Upon 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, and therefore accrete to an economic value equivalent to one share of common stock of the Company on a one-for-one basis. If such parity is reached, vested LTIP Units convert to common units of the Operating Partnership and then may be redeemed for cash in an amount equal to the then fair value of an equal number of shares of common stock or converted into an equal number of shares of common stock, as determined by the Company.
- F2Represents gift of shares to charity.
- F3Limited 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.
- F4The Limited Partnership Units have no expiration date.
- F5Profits interest units of the Operating Partnership. The LTIP Units are subject to time-based restrictions.
- F6The LTIP Units do not have an expiration date.
- F7An 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.