SEC Form 4 · accession 0001123292-17-000682
Brixmor Property Group Inc. · BRX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Carolyn Carter Singh
Officer — See Remarks
Period of report
Mar 13, 2017
Accepted (ET)
Mar 14, 2017 · 5:42 pm EDT
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 StockF3 | Mar 13, 2017 | A | 28,297 | — | A | 221,865 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Vested LTIP UnitsF1,F2 | — | Mar 13, 2017 | D | 19,153 | D | — | — | Common Stock | 19,153 | 0 | D |
| Common units of Brixmor Operating Partnership LPF1 | — | Mar 13, 2017 | A | 19,153 | A | — | — | Common Stock | 19,153 | 0 | D |
| Common units of Brixmor Operating Partnership LPF3 | — | Mar 13, 2017 | D | 28,297 | D | — | — | Common Stock | 28,297 | 0 | D |
| LTIP UnitsF4,F2 | — | Mar 13, 2017 | D | 6,813 | D | — | — | Common Stock | 6,813 | 0 | D |
| Restricted Stock UnitsF6,F4,F5 | — | Mar 13, 2017 | A | 8,513 | A | — | — | Common Stock | 8,513 | 13,134 | D |
Explanation of responses
- F1Pursuant to the terms of the Amended and Restated Agreement of Limited Partnership of Brixmor Operating Partnership LP (the "Partnership"), dated October 29, 2013 (as amended, the "Partnership Agreement"), vested LTIP Units were converted into common units of the Partnership 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 Brixmor Property Group Inc. (the "Issuer"), exchangeable for shares of common stock of the Issuer, on a one-for-one basis. Following the transactions described on this report, the reporting person no longer owned any LTIP Units.
- F3Pursuant to the terms of the Partnership Agreement, common units of the Partnership were redeemed in exchange for shares of common stock of the Issuer on a one-for-one basis.
- F4The reporting person agreed to forfeit unvested LTIP Units subject to time vesting in exchange for a grant of restricted stock units. The issued restricted stock units are subject to the same vesting schedule as the forfeited unvested LTIP units.
- F5Restricted stock units convert into common stock on a one-for-one basis.
- F6Of the number of Restricted Stock Units reported, 5,340 will vest on January 1, 2018 and 3,173 will vest on January 1, 2019, in each case subject to the continued employment of the reporting person through that date.
Remarks
Remarks: Executive Vice President, Human Resources & Administration