SEC Form 4 · accession 0001104659-18-061881
Gramercy Property Trust · GPT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Nicholas L. Pell
Officer — Chief Investment Officer
Period of report
Oct 8, 2018
Accepted (ET)
Oct 12, 2018 · 9:46 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001297587
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common SharesF1 | Oct 10, 2018 | D | 109,249 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| LTIP UnitsF2,F3 | — | Oct 8, 2018 | A | 38,352 | A | — | — | Common Shares | 38,352 | 148,271 | D |
| LTIP UnitsF2,F3,F4 | — | Oct 10, 2018 | D | 148,271 | D | — | — | Common Shares | 148,271 | 0 | D |
Explanation of responses
- F1Represents restricted share awards and Common Shares of Gramercy Property Trust (the "Company"). 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 the Company, BRE Glacier Parent L.P., BRE Glacier L.P. ("Glacier"), BRE Glacier Acquisition L.P. and GPT Operating Partnership LP ("GPT OP"), (i) each restricted share award that was outstanding immediately prior to the effective time of the Merger was cancelled in exchange for an amount in cash equal to (a) the number of Common Shares subject to the restricted share award immediately prior to the effective time of the Merger multiplied by (b) the per share Merger consideration of $27.50, and (ii) each Common Share that was outstanding immediately prior to the effective time of the Merger was automatically converted into the right to receive an amount in cash equal to the per share Merger consideration of $27.50.
- F2Represents LTIP Units of GPT OP. Prior to the effective time of the Merger, the Company was the general partner of GPT OP. Following the Merger, Glacier is the general partner of GPT OP. All LTIP Units reported in column 9 were vested as of October 8, 2018.
- F3Conditioned upon minimum allocation to the capital account of the LTIP Units for federal income tax purposes, prior to the Merger each vested LTIP Unit was convertible, at the election of the holder, into a Class A Unit of limited partnership interest in GPT OP (a "Common Unit"). Prior to the Merger, each Common Unit issued upon conversion of a vested LTIP Unit, was redeemable, at the election of the holder, for cash equal to the then fair market value of one Common Share of the Company, except that the Company could, at its election, exchange each Common Unit presented for redemption for one Common Share of the Company in lieu of such cash payment.
- F4In connection with the Merger, the Company exercised its right to convert each LTIP Unit into a Common Unit immediately prior to the effective time of the Merger. Pursuant to the Merger Agreement, eligible holders of Common Units had the right, at their election, to exchange each such Common Unit for an amount in cash equal to the per share Merger consideration of $27.50, or to convert each such Common Unit into one 5.75% Series B Cumulative Preferred Unit of GPT OP.