SEC Form 4 · accession 0001123292-16-001903
Brixmor Property Group Inc. · BRX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Brian T Finnegan
Officer — See Remarks
Period of report
Mar 1, 2016
Accepted (ET)
Mar 3, 2016 · 4:56 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001581068
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Mar 1, 2016 | M | 838 | — | A | 66,234 | D | |
| Common Stock | Mar 1, 2016 | F | 388 | $23.80 | D | 65,846 | D | |
| Common StockF1 | Mar 1, 2016 | M | 1,114 | — | A | 66,960 | D | |
| Common Stock | Mar 1, 2016 | F | 517 | $23.80 | D | 66,443 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| LTIP UnitsF3,F4,F2 | — | Mar 1, 2016 | A | 4,414 | A | — | — | Common Stock | 4,414 | 4,414 | D |
| Restricted Stock UnitsF5,F6,F1 | — | Mar 1, 2016 | A | 1,111 | A | — | — | Common Stock | 1,111 | 1,111 | D |
| Restricted Stock UnitsF5,F7,F1 | — | Mar 1, 2016 | A | 838 | A | — | — | Common Stock | 838 | 838 | D |
Explanation of responses
- F1Upon vesting, Restricted Stock Units convert into common stock on a one-for-one basis.
- F2Upon satisfaction of minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes and the expiration of a two year restricted period from the date of grant, each LTIP Unit may be converted, at the election of the holder, into a common unit of Brixmor Operating Partnership LP. The common units of Brixmor Operating Partnership LP are redeemable for cash or, at the option of the Issuer, exchangeable for shares of common stock of the Issuer, on a one-for-one basis.
- F3The date of the transaction represents the date on which certain performance criteria of a previously granted LTIP award were determined to have been satisfied.
- F4Represents the number of LTIP Units determined to have been earned based upon certain performance criteria, including dividend equivalent units deemed earned through the date such performance criteria were deemed satisfied, in respect of a grant on March 6, 2015. Of the number of LTIP Units reported, 50% are vested, 25% are subject to additional time-based vesting criteria and will vest on January 1, 2017, subject to the continued employment of the reporting person through that date, and 25% are subject to additional time-based vesting criteria and will vest on January 1, 2018, subject to the continued employment of the reporting person through that date.
- F5The date of the transaction represents the date on which the performance criteria of a previously granted performance share award were determined to have been satisfied.
- F6Represents the portion of the number of shares determined to have been earned based upon the performance criteria which are subject to additional time-based vesting criteria. Of the number of Restricted Stock Units reported, 556 will vest on January 1, 2017 and 555 will vest on January 1, 2018, in each case subject to the continued employment of the reporting person through that date.
- F7Represents the portion of the number of shares determined to have been earned based upon the performance criteria which are subject to additional time-based vesting criteria. All of the Restricted Stock Units reported will vest on January 1, 2017, subject to the continued employment of the reporting person through that date.
Remarks
Executive Vice President, Leasing