SEC Form 4 · accession 0001638599-18-000041
PREFERRED APARTMENT COMMUNITIES INC · APTS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Joseph Cronin
Officer — See Remarks
Period of report
Jan 2, 2018
Accepted (ET)
Jan 3, 2018 · 12:18 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 | — | — | — | 16,460 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class A UnitsF1,F2,F3 | $0.00 | Jan 2, 2018 | A | 9,536 | A | — | — | Common Stock | 60,495 | 70,031 | D |
Explanation of responses
- F1Represents Class A Units ("Class A Units") of Preferred Apartment Communities Operating Partnership, L.P., of which Preferred Apartment Communities, Inc. (the "Company") is the general partner. 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 have no expiration date.
- F2On January 4, 2016, the reporting person was awarded a maximum of 14,986 Class B Units of the Operating Partnership ("2016 Class B Units") issued in lieu of any reimbursement for annual cash compensation for 2016, 2017 and 2018, subject to certain performance and time-based conditions. As of January 3, 2017, all performance conditions were met for the 2016 Class B Units. When earned and vested, each Class B Unit is converted into a Class A Unit. On January 2, 2018, an additional 4,995 2016 Class B Units vested and converted to Class A Units. Subject to time-based conditions, the remaining 4,996 unvested 2016 Class B Units will vest on January 2, 2019 and will convert to Class A Units on that date.
- F3On January 3, 2017, the reporting person was awarded a maximum of 13,621 Class B Units of the Operating Partnership ("2017 Class B Units") issued in lieu of any reimbursement for annual cash compensation for 2017, 2018 and 2019, subject to certain performance and time-based conditions. As of January 2, 2018, the Compensation Committee of the Board of Directors of the Company determined that the extent to which the performance conditions had been achieved during the performance period resulted in 100%, or 13,621 of the 2017 Class B Units becoming earned 2017 Class B Units. One-third of the earned 2017 Class B Units, or 4,541 2017 Class B Units, fully vested on January 2, 2018 and were converted into Class A Units on that date. Subject to time-based conditions, the remaining 9,080 unvested 2017 Class B Units will vest approximately equally on January 2, 2019 and January 2, 2020 and will convert to Class A Units on those dates.
Remarks
Executive Vice President, Chief Accounting Officer and Treasurer