SEC Form 4 · accession 0001638599-18-000046
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 2, 2018
Accepted (ET)
Jan 3, 2018 · 12:21 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 | — | — | — | 1,000 | D | ||
| Common Stock, par value $0.01 | holding | — | — | — | 7,872 | I | By Spouse | |
| Common Stock, par value $0.01F2 | holding | — | — | — | 1,081 | I | By 2003 Children's Trust | |
| Common Stock, par value $0.01F1 | holding | — | — | — | 44,765 | I | By NELL Partners, Inc. | |
| 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 2, 2018 | A | 64,699 | A | — | — | Common Stock | 64,699 | 64,699 | D |
| Class A UnitsF3,F4,F5 | — | Jan 2, 2018 | S | 64,699 | D | — | — | Common Stock | 64,699 | 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, 55% of which are owned indirectly by the Nancy Ann Richardson Williams 2017 Children's Trust, a trust created by Mr. Williams' spouse for the benefit of their children; 30% 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 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.
- F4On January 3, 2017, the reporting person was awarded a maximum of 64,699 Class B Units of the Operating Partnership ("2017 Class B Units") issued in lieu of any reimbursement for annual cash compensation for 2017, 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 64,699 of the 2017 Class B Units becoming earned 2017 Class B Units. All of the earned 2017 Class B Units fully vested on January 2, 2018 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 29, 2017, the last trading date before the transfer.