SEC Form 4 · accession 0001209191-15-065406
City Office REIT, Inc. · CIO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Samuel Belzberg
Director · 10% Owner
Period of report
Aug 7, 2015
Accepted (ET)
Aug 11, 2015 · 8:09 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001593222
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Operating Partnership UnitsF1,F2,F3 | — | Aug 7, 2015 | J | 94,533 | A | — | — | Common Stock | 94,533 | 1,545,628 | I |
Explanation of responses
- F1Represents common units of limited partnership interest ("OP Units") in City Office REIT Operating Partnership, L.P., a Maryland limited partnership (the "Operating Partnership"). City Office REIT, Inc., a Maryland corporation (the "Issuer") is the general partner of the Operating Partnership. The OP Units are redeemable, beginning April 14, 2015, for cash equal to the then current-market value of one share of the Issuer's common stock or, at the election of the Issuer, for shares of the Issuer's common stock on a one-for-one basis.
- F2As part of the formation transactions of City Office REIT, Inc. (the "Company") and a contribution agreement executed in connection with the Company's Central Fairwinds property (the "Property"), the Company is obligated to make additional payments to certain of the contributors, including CIO REIT Stock Limited Partnership and CIO OP Limited Partnership, referenced in the contribution agreement (each, an "Earn-Out Payment"). Earn-Out Payments are contingent on the Property reaching certain specified occupancy levels through new leases to qualified tenants and exceeding a net operating income threshold. As of June 30, 2015, the 70% earn-out occupancy and net operating income thresholds had been met. The number of shares issuable as part of the Earn-Out Payment, and the price ($12.31) at which they were issuable, and the number of Operating Partnership Units were determined on August 7, 2015, pursuant to a formula set forth in the contribution agreement.
- F3The OP Units are vested as of the date of issuance. The OP Units have no expiration date.