SEC Form 4 · accession 0001214659-18-002314
BRT Apartments Corp. · BRT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
Fredric H Gould
Director
Period of report
Mar 21, 2018
Accepted (ET)
Mar 23, 2018 · 3:20 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000014846
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Shares of Beneficial InterestF1 | Mar 21, 2018 | A | 10,468 | $0.00 | A | 290,589 | D | |
| Shares of Beneficial InterestF2 | holding | — | — | — | 25,260 | I | By 130 Store Company | |
| Shares of Beneficial InterestF3 | holding | — | — | — | 20,874 | I | By BRT Realty Trust Pension Trust | |
| Shares of Beneficial InterestF4 | holding | — | — | — | 250,566 | I | By REIT Mgt. Corp. pension and profit sharing trusts | |
| Shares of Beneficial InterestF5 | holding | — | — | — | 30,981 | I | By spouse | |
| Shares of Beneficial InterestF6 | holding | — | — | — | 23,469 | I | By Gould Shenfeld Family Foundation | |
| Shares of Beneficial InterestF7 | holding | — | — | — | 33,259 | I | By Gould Family Trust | |
| Shares of Beneficial InterestF8 | holding | — | — | — | 2,468 | I | As custodian | |
| Shares of Beneficial InterestF9 | holding | — | — | — | 2,989,898 | I | By Gould Investors L.P. |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF10,F11 | — | holding | — | — | — | — | — | Common Stock | 37,000 | 37,000 | D |
Explanation of responses
- F1These shares were issued as restricted stock effective March 21, 2018 under the issuer's 2016 Amended and Restated Incentive Plan. The shares vest March 20, 2023. The award is exempt from Section 16(b) under Rule 16b-3(d)(1).
- F10Each Restricted Stock Unit represents a contingent right to receive 1 share of BRT Realty Trust common stock. Approximately 55% and 45% of the units vest based on satisfaction of performance metrics related to total shareholder return (including relative shareholder return) and adjusted funds from operations, respectively. Each such unit is granted in tandem with a cash settled dividend equivalent right entitling the holder, to the extent such unit vests, to the cash dividends paid on the shares underlying such units from the grant date through March 31, 2021..
- F11The restricted stock units vest on March 31, 2021, subject to satisfaction of applicable continued service and performance conditions.
- F2Reporting person is a partner in 130 Store Company, which owns these shares.
- F3Reporting person is a trustee of BRT Realty Trust Pension Trust, which owns these shares.
- F4Reporting person is a trustee of REIT Management Corp. Pension Plan and Profit Sharing Trust, which own, in the aggregate, the number of shares shown.
- F5Reporting person disclaims any beneficial interest in shares. Reporting person's spouse is a director of the Gould Shenfeld Family Foundation which owns 23,469 shares of the issuer.
- F6Reporting person is a director of the Gould Shenfeld Family Foundation.
- F7Reporting person is grantor of the Gould Family Trust, which owns these shares.
- F8Reporting person is custodian of these shares for a minor. Reporting person disclaims any benefiical interest in these shares.
- F9Reporting person is the sole shareholder of the corporate managing general partner of Gould Investors L.P. and the sole member of a limited liability company which is the other general partner of Gould Investors L.P. Reporting person also holds limited partnership interests in Gould Investors L.P. both directly and indirectly. These shares represent all shares of the issuer owned by Gould Investors L.P.