SEC Form 4 · accession 0001209191-16-106747
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
Mar 3, 2016
Accepted (ET)
Mar 7, 2016 · 6:22 pm EST
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,F4,F3 | — | Mar 3, 2016 | J | 101,437 | A | — | — | Common Stock | 101,437 | 1,647,066 | I |
Explanation of responses
- F1The OP Units were issued on March 3, 2016 at $11.70 per share pursuant to a contribution agreement with the Issuer and the Operating Partnership, pursuant to which the Reporting Person contributed his interests in certain entities that directly or indirectly owned properties or interests that were contributed to the Issuer, the Operating Partnership or its subsidiaries. The Operating Partnership Units represent common units of limited partnership interest ("OP Units") in City Office REIT Operating Partnership, L.P, (the "Operating Partnership"). 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 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 OP Units were determined on March 3, 2016, 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.
- F4The 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.