SEC Form 3 · accession 0001585101-16-000080
HINES GLOBAL INCOME TRUST, INC. · HGIT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeffrey C Hines
Director · Other
Period of report
Mar 23, 2016
Accepted (ET)
Mar 23, 2016 · 2:39 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001585101
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common Stock, par value $0.001 per shareF1,F2 | holding | — | — | — | 225,008 | I | By Hines Global REIT II Investor Limited Partnership |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class A OP UnitsF2,F3,F4,F5,F1 | — | holding | — | — | — | — | — | Common Stock | 21,111 | — | I |
| Special OP UnitsF2,F3,F4,F5,F1 | — | holding | — | — | — | — | — | Common Stock | — | — | I |
Explanation of responses
- F1The Class A Common Stock, par value $0.001 per share (the "Common Stock") of Hines Global REIT II, Inc. (the "Company") is not listed on a national securities exchange or over-the-counter market or included for quotation on a national securities market.
- F2May be attributed to the Reporting Person based upon the fact that the Reporting Person is one of the individuals who directly or indirectly controls Hines Global REIT II Investor Limited Partnership ("HGRIILP") and Hines Global REIT II Associates Limited Partnership ("HGRIIALP"). The Reporting Person disclaims beneficial ownership of the shares of Common Stock held by HGRIILP and the shares of Common Stock, OP Units and Special Units held by HGRIIALP, except to the extent of his pecuniary interest therein.
- F3Class A OP Units ("OP Units") are units representing limited partnership interests in Hines Global REIT II Properties LP, a Delaware limited partnership (the "Operating Partnership"), of which the Company is the general partner. These OP Units are redeemable on a one-for-one basis for shares of the Company's Common Stock or, generally at the option of the Company, cash. There is no expiration date for the right to redeem the OP Units.
- F4"Special OP Units" are units representing an interest in the Operating Partnership that entitles the holder to receive distributions from the Operating Partnership under certain circumstances. The Special OP Units may be converted into OP Units that, at the election of the holder, will remain OP Units, will be repurchased for cash (or, in the case of (iii) below, a promissory note) or will be repurchased for shares of Common Stock, following:(i) the listing of the Common Stock on a national securities exchange, or (ii) a merger, consolidation or sale of substantially all of the assets of the Company or any similar transaction or any transaction pursuant to which a majority of the board of directors of the Company then in office are replaced or removed or (iii) the occurrence of certain events that result in the termination or non-renewal of the Advisory Agreement, dated as of August 15, 2014, as amended, among Hines Global REIT II Advisors LP, the Operating Partnership and the Company.
- F5In the event the Special OP Units are converted as described in footnote 4, the conversion ratio will be calculated in accordance with the terms of the Second Amended and Restated Limited Partnership Agreement of the Operating Partnership, dated August 12, 2015. There is no expiration date for the conversion right of the Special OP Units.