SEC Form 4 · accession 0001144204-15-072080
Gramercy Property Trust · GPT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gordon F Dugan
Officer — Chief Executive Officer · Director
Period of report
Dec 17, 2015
Accepted (ET)
Dec 21, 2015 · 9:53 pm EST
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,F4 | Dec 17, 2015 | A | 385,860 | — | A | 385,860 | D | |
| Common SharesF2,F4 | Dec 17, 2015 | A | 239,235 | — | A | 625,095 | D | |
| Common SharesF3,F4 | Dec 17, 2015 | A | 1,315,792 | — | A | 1,940,887 | 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,F6,F7 | — | Dec 17, 2015 | A | 85,250 | A | — | — | Common Shares | 271,930 | 85,250 | D |
Explanation of responses
- F1Represents restricted shares received in connection with the merger (the "merger") of Gramercy Property Trust Inc. ("Old Gramercy") with and into a subsidiary of Gramercy Property Trust (formerly known as Chambers Street Properties), in exchange for 120,967 unvested restricted stock awards of Old Gramercy.
- F2Represents restricted share units received in the merger in exchange for 75,000 unvested restricted stock units of Old Gramercy. The restricted share units vest annually in two equal installments, beginning on June 30, 2016, subject to continued employment and satisfaction of performance-based vesting conditions relating to the stock price of the Issuer or other performance-based vesting conditions; provided that, in the event that the performance-based vesting conditions are not met on a vesting date, the restricted stock units scheduled to vest on that vesting date may vest on a subsequent vesting date if employment continues and either of the performance-based vesting conditions have been met on a cumulative basis through such subsequent vesting date.
- F3Received in the merger in exchange for 412,500 shares of Old Gramercy common stock.
- F4On the effective date of the merger, the closing price of Gramercy Property Trust's common shares was $7.74 per share. Based on the exchange ratio of 3.1898, this represents approximately $24.69 for each share of Old Gramercy common stock.
- F5Represents LTIP Units of GPT Property Trust LP ("GPT OP") earned pursuant to the Gramercy Property Trust Inc. 2012 Long-Term Outperformance Plan (the "Plan"). Prior to the effective time of the merger, Old Gramercy was the general partner of GPT OP. Following the merger, Gramercy Property Trust is the general partner entity of GPT OP.
- F6Conditioned upon minimum allocation to the capital account of the LTIP Units for federal income tax purposes, each LTIP Unit may be converted, 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 was redeemable, at the election of the holder, for cash equal to the fair market value of a share of Old Gramercy's common stock, or, where Old Gramercy elected, one share of Old Gramercy common stock. (continue with footnote (7))
- F7Following the Merger, the Common Units are exchangeable, at the election of the holder, for cash equal to 3.1898 multiplied by the fair market value of one common share of beneficial interest of Gramercy Property Trust or, where the general partner elects, 3.1898 common shares of beneficial interest of Gramercy Property Trust. The rights to convert LTIP Units into Common Units and redeem Common Units do not have expiration dates. The LTIP Units earned pursuant to the Plan vest 50% on June 30, 2016 and 50% on June 30, 2017, subject to continued employment.