SEC Form 4 · accession 0000899243-16-019973
Easterly Government Properties, Inc. · DEA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
USGP II INVESTOR, LP
10% Owner
Period of report
May 11, 2016
Accepted (ET)
May 13, 2016 · 7:34 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001622194
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2 | May 11, 2016 | J | 9,038,206 | $0.00 | D | 0 | I | U.S. Government Properties Income & Growth Fund II, LP |
| Common StockF2 | May 11, 2016 | J | 563,066 | $0.00 | D | 0 | I | USGP II (Parallel) Fund, LP |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Partnership UnitsF3,F2 | — | May 11, 2016 | J | 941,356 | D | — | — | Common Stock | 941,356 | 0 | I |
Explanation of responses
- F1On May 11, 2016, USGP II Investor, LP and its constituent funds completed a partial liquidation. The liquidation resulted in USGP II Investor, LP distributing 9,601,272 shares of common stock of the issuer and 941,356 common units of limited partnership interest ("Partnership Units") in Easterly Government Properties LP (the "Operating Partnership") to its constituent funds. The constituent funds then distributed 9,573,067 shares of common stock of the issuer and 935,998 Partnership Units to their indirect beneficial owners. The liquidation and distribution were completed in accordance with the organizational documents of USGP II Investor, LP and its constituent funds and no amounts were paid in connection with the distributions of these common shares and Partnership Units.
- F2On December 23, 2015, shares of common stock of the Issuer and Partnership Units were transferred to affiliates of USGP II Investor, LP representing a change in form of beneficial ownership.
- F3Represents Partnership Units of the Operating Partnership. Each Partnership Unit is redeemable for cash equal to the then fair market value of one share of the Issuer's common stock, except that the Issuer may, at its election, acquire each Partnership Unit so presented for one share of common stock. These redemption rights have no expiration date.