SEC Form 4 · accession 0000899243-16-012392
BioMed Realty L P
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
Jan 27, 2016
Accepted (ET)
Jan 29, 2016 · 4:51 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001301932
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Limited Partnership UnitsF1 | Jan 27, 2016 | D | 17,144 | — | D | 0 | I | By SciMed Prop III, Inc. |
| Limited Partnership UnitsF1 | Jan 27, 2016 | D | 161,894 | — | D | 0 | I | By SunMar Investments, |
| Limited Partnership UnitsF1 | Jan 27, 2016 | D | 928,098 | — | D | 0 | D | |
| Limited Partnership UnitsF1,F2 | Jan 27, 2016 | D | 56,822 | — | D | 0 | I | By Children's Trust No.1 |
| Limited Partnership UnitsF1,F2 | Jan 27, 2016 | D | 56,822 | — | D | 0 | I | By Children's Trust No.2 |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| LTIP UnitsF3,F6,F4,F5 | — | Jan 27, 2016 | D | 52,500 | D | — | — | Limited Partnership Units | 52,500 | 0 | D |
| LTIP UnitsF3,F1,F4,F5 | — | Jan 27, 2016 | D | 12,950 | D | — | — | Limited Partnership Units | 12,950 | 0 | D |
Explanation of responses
- F1In connection with the merger of BRE Edison Acquisition L.P., an affiliate of The Blackstone Group L.P., with and into BioMed Realty, L.P. (the "Operating Partnership"), and the Agreement and Plan of Merger, dated as of October 7, 2015, among BioMed Realty Trust, Inc. (the "Company"), the Operating Partnership and affiliates of The Blackstone Group L.P., the Reporting Person's Limited Partnership Units and certain of the Reporting Person's LTIP Units were converted into 5.5% Series B Cumulative Preferred Units of the surviving partnership in the merger on a one-for-one basis.
- F2An 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.
- F3Profits interest units of the Operating Partnership. The LTIP Units are subject to time-based restrictions.
- F4Upon 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. If such parity is reached, vested LTIP Units convert to common units of the Operating Partnership.
- F5The LTIP Units do not have an expiration date.
- F6In connection with the merger of BRE Edison Acquisition L.P., an affiliate of The Blackstone Group L.P., with and into the Operating Partnership, and the Agreement and Plan of Merger, dated as of October 7, 2015, among the Company, the Operating Partnership and affiliates of The Blackstone Group L.P., the Reporting Person received $23.8239 in cash in exchange for certain LTIP Units held by the Reporting Person.