SEC Form 4 · accession 0001638599-17-000036
PREFERRED APARTMENT COMMUNITIES INC · APTS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John A Williams
Officer — Chief Executive Officer · Director
Period of report
Jan 3, 2017
Accepted (ET)
Jan 5, 2017 · 12:10 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001481832
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.01 | holding | — | — | — | 6,200 | D | ||
| Common Stock, par value $0.01F1 | holding | — | — | — | 43,265 | I | By NELL Partners, Inc. | |
| Common Stock, par value $0.01 | holding | — | — | — | 5,722 | I | By Spouse | |
| Common Stock, par value $0.01F2 | holding | — | — | — | 581 | I | By 2003 Children's Trust | |
| Common Stock, par value $0.01 | holding | — | — | — | 50 | I | By son |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class A UnitsF3,F4 | — | Jan 3, 2017 | A | 67,437 | A | — | — | Common Stock | 67,437 | 67,437 | D |
| Class A UnitsF3,F4,F5 | — | Jan 3, 2017 | S | 67,437 | D | — | — | Common Stock | 67,437 | 0 | D |
Explanation of responses
- F1John A. Williams, Leonard A. Silverstein and Daniel M. DuPree share joint voting and investment power over the shares held by NELL Partners, Inc. Mr. Williams disclaims any economic interest in such shares, 59% of which are owned indirectly by the Nancy Ann Richardson Williams Children's Trust, formed on January 30, 1995, a trust created by Mr. Williams' spouse for the benefit of their children; 26% of which are owned indirectly by Northside Partners Trust, formed on November 2, 2009, a trust created by Mr. Silverstein's spouse for the benefit of their children; and 15% of which are owned indirectly by Daniel M. DuPree.
- F2These shares are held in a trust for the benefit of the reporting person's children. The reporting person's spouse is trustee of the trust. The reporting person disclaims beneficial ownership of these securities and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for the purposes of Section 16 or for any other purpose.
- F3Represents Class A Units ("Class A Unit") of Preferred Apartment Communities Operating Partnership, L.P. (the "Operating Partnership"), of which Preferred Apartment Communities, Inc. (the "Company") is the general partner. On January 4, 2016, the reporting person was awarded a maximum of 67,437 Class B Units of the Operating Partnership ("Class B Units") issued in lieu of any reimbursement for annual cash compensation for 2016, subject to certain performance conditions. When earned and vested, each Class B Unit is converted into a Class A Unit. Each Class A Unit may be exchanged for one share of the Company's common stock, or cash, as selected by the Company. Class A Units do not expire.
- F4As of January 3, 2017, the Compensation Committee of the Board of Directors of the Company determined that the extent to which the performance measures had been achieved during the performance period resulted in 100%, or 67,437 of the Class B Units becoming earned Class B Units. All of the earned Class B Units fully vested on January 3, 2017 and were converted into Class A Units on that date.
- F5Disposition reflects a transfer for tax and estate planning purposes. Price was paid with a reduction in outstanding debt owned to the purchaser by the reporting person. Price based on the closing price of the company's common stock on December 30, 2016, the last trading date before the transfer.