SEC Form 4 · accession 0001209191-15-034377
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
Apr 15, 2015
Accepted (ET)
Apr 15, 2015 · 5:33 pm EDT
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 UnitsF2 | Apr 15, 2015 | M | 7,250 | — | A | 935,348 | D | |
| Limited Partnership UnitsF2 | Apr 15, 2015 | C | 7,250 | — | D | 928,098 | D | |
| Limited Partnership Units | holding | — | — | — | 17,144 | I | By SciMed Prop III, Inc. | |
| Limited Partnership Units | holding | — | — | — | 161,894 | I | By SunMar Investments, Inc. | |
| Limited Partnership UnitsF3 | holding | — | — | — | 56,822 | I | By Children's Trust No. 1 | |
| Limited Partnership UnitsF3 | holding | — | — | — | 56,822 | 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 UnitsF4,F6,F1,F2,F5 | — | Apr 15, 2015 | M | 7,250 | D | — | — | Limited Partnership Units | 7,250 | 65,450 | D |
Explanation of responses
- F1The reporting person redeemed 7,250 LTIP Units of BioMed Realty, L.P. (the "Operating Partnership"), which achieved fully parity with common units of the Operating Partnership and which BioMed Realty Trust, Inc. (the "Company") elected to redeem in shares of common stock of the Company. These LTIP Units achieved full parity with common units of the Operating Partnership, which may be redeemed for cash in an amount equal to the then fair value of an equal number of shares of common stock or converted into an equal number of shares of common stock, as determined by the Company.
- F2The LTIP units are subject to time-based restrictions. Upon 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, and therefore accrete to an economic value equivalent to one share of common stock of the Company on a one-for-one basis. If such parity is reached, vested LTIP units convert to common units of the Operating Partnership and then may be redeemed for cash in an amount equal to the then fair value of an equal number of shares of common stock or converted into an equal number of shares of common stock, as determined by the Company.
- F3An 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.
- F4Profits interest units of the Operating Partnership. The LTIP Units are subject to time-based restrictions.
- F5The LTIP Units do not have an expiration date.
- F6The LTIP Units were granted on January 30, 2008 pursuant to the 2004 Incentive Award Plan of the Company and the Operating Partnership.