SEC Form 4 · accession 0001104659-18-061181
Gramercy Property Trust · GPT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Allan Baum
Director
Period of report
Oct 4, 2018
Accepted (ET)
Oct 9, 2018 · 7:40 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001297587
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Share UnitsF2,F1,F3 | — | Oct 4, 2018 | D | 10,140 | D | — | — | Common Shares | 10,140 | 0 | D |
Explanation of responses
- F1Each restricted share unit represents a contingent right to receive one common share.
- F2Disposed of pursuant to the merger (the "Merger") described in the Agreement and Plan of Merger, dated as of May 6, 2018 (the "Merger Agreement"), by and among Gramercy Property Trust (the "Company"), BRE Glacier Parent L.P., BRE Glacier L.P., BRE Glacier Acquisition L.P. and GPT Operating Partnership LP. The Merger Agreement provides that effective immediately prior to the effective time of the Merger, each award of restricted share units granted under the Company's equity plan would be cancelled and converted into the right to receive an amount in cash equal to (i) the number of Common Shares subject to the restricted share units immediately prior to the effective time of the Merger multiplied by (ii) the per share Merger consideration of $27.50, but the parties to the Merger Agreement agreed that such cancellation and conversion of restricted share units granted to the trustees of the Company would take place on October 4, 2018.
- F3At the time of grant, restricted share units then granted were scheduled to become payable in Common Shares upon the earlier of (i) the first business day that occurred six months following the holder's separation of services as a trustee of the Company and (ii) a change in control of the Company.