SEC Form 4 · accession 0001209191-16-106720
City Office REIT, Inc. · CIO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James Thomas Farrar
Officer — Chief Executive Officer · Director
Period of report
Mar 3, 2016
Accepted (ET)
Mar 7, 2016 · 5:52 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001593222
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2 | Mar 3, 2016 | J | 6,454 | $11.70 | A | 76,226 | I | Through CIO REIT Stock Limited Partnership |
| Common Stock | holding | — | — | — | 5,650 | I | Spouse and children | |
| Common Stock | holding | — | — | — | 108,302 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF3,F4 | — | Mar 3, 2016 | A | 25,000 | A | — | — | Common Stock | 25,000 | 88,001 | D |
Explanation of responses
- F1As 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, 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 December 31, 2015, the 80% 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 ($11.70) at which they were issuable, and the number of Operating Partnership Units were determined on March 3, 2016, pursuant to a formula set forth in the contribution agreement.
- F2The Reporting Person disclaims beneficial ownership of these securities as this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities for the purposes of Section 16 or any other purpose.
- F3In accordance with the Company's Equity Incentive Plan (the "Equity Incentive Plan"), Restricted Stock Units (as defined in the Equity Incentive Plan) convert into common stock on a one-for-one basis.
- F4In accordance with the Equity Incentive Plan, the Restricted Stock Units (and related dividend equivalent rights) shall vest in three substantially equal installments on each of the first three annual anniversaries of their initial grant date, generally subject to the grantee's continued employment through each applicable vesting date.