SEC Form 4 · accession 0001297587-16-000190
Gramercy Property Trust · GPT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Benjamin P Harris
Officer — President
Period of report
Jun 30, 2016
Accepted (ET)
Jul 5, 2016 · 6:19 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,F2 | Jun 30, 2016 | F | 12,064 | $9.22 | D | 570,880 | D | |
| Common SharesF3,F2 | Jun 30, 2016 | F | 36,739 | $9.22 | D | 534,141 | D | |
| Common SharesF4 | Jun 30, 2016 | S | 40,000 | $8.9799 | D | 494,141 | 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 | — | Jun 30, 2016 | A | 331,480 | A | — | — | Common Shares | 331,480 | 494,638 | D |
Explanation of responses
- F1Represents shares retained by the Issuer to satisfy withholding obligations on 23,923 shares issued in settlement of restricted share awards granted to the reporting person in July 2012.
- F2Represents the closing price of the Issuer's Common Shares on the New York Stock Exchange on June 30, 2016.
- F3Represents shares retained by the Issuer to satisfy withholding obligations on 71,770 shares issued in settlement of restricted share units granted to the reporting person in July 2012.
- F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.92 to $9.04, inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- F5Represents LTIP Units of GPT Operating Partnership LP ("GPT OP"), of which the Issuer is the general partner, earned (i.e. for which the performance-based hurdles have been met) pursuant to the Gramercy Property Trust Inc. 2012 Long-Term Outperformance Plan. Of the total number of LTIP Units reported in column 9, 50% vested on June 30, 2016 and 50% will vest on June 30, 2017, subject to the continued employment of the reporting person through that date.
- F6Conditioned upon minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, each vested 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"). Each Common Unit acquired upon conversion of a vested LTIP Unit may be presented for redemption, at the election of the holder, for cash equal to the then fair market value of one Common Share of the Issuer, except that the Issuer may, at its election, acquire each Common Unit so presented for one Common Share of the Issuer. The rights to convert vested LTIP Units into Common Units and redeem Common Units do not have expiration dates.