SEC Form 4 · accession 0001123292-16-002854

Parkway, Inc. · PKY

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

James R Heistand

Officer — President, CEO and Director · Director

Period of report

Oct 7, 2016

Accepted (ET)

Oct 12, 2016 · 6:42 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001677761

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	Oct 7, 2016	A	109,045	—	A	109,045	D
Common Stock^F2	Oct 7, 2016	A	304,807	—	A	413,852	D
Common Stock^F2,F3	Oct 7, 2016	A	6,095	—	A	6,095	I	ACP Laurich Partnership, Ltd.
Common Stock^F2,F3	Oct 7, 2016	A	9,168	—	A	9,168	I	ACP-JRL Partnership, Ltd, a family limited partnership

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Employee Stock Option (Right to Buy)^F4	$22.00	Oct 7, 2016	A	557,526	A	Oct 7, 2016	Mar 2, 2023	Common Stock	557,526	557,526	D
OP Units^F5	—	Oct 7, 2016	A	13,937	A	—	—	Common Stock	13,937	13,937	D

Explanation of responses

F1Represents time-based restricted stock units with respect to Parkway Properties, Inc.'s ("Old Parkway") common stock that were assumed and converted into time-based restricted stock units with respect to the Company's common stock ("RSUs") in connection with both the merger (the "Merger") of Old Parkway with and into a subsidiary of Cousins Properties Incorporated ("Cousins") and the subsequent pro rata distribution of the common stock of the Company by Cousins to its common stockholders (the "Distribution"), which RSUs will vest 1/3 on each of the first, second, and third anniversaries of the closing date of the Merger, subject to the executive's continued service with the Company on such dates.
F2Received pursuant to the Distribution on a distribution ratio of one share of the Company's common stock for every eight shares of Cousins common stock held as of the record date.
F3The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
F4Represents options that were assumed and converted in connection with both the Merger and the Distribution, which options are fully vested, subject to the executive's continued service with the Company on such date.
F5The OP units were held by the reporting person prior to the Distribution, as LTIP units that were a derivative security of Old Parkway that vested and converted into OP units immediately prior to the Merger. In connection with the Merger, the OP units became a derivative security of the Company. OP units may be redeemed for cash or, at the Company's election, shares of the Company's common stock on a one-for-one basis beginning 12 months following the date of the initial issuance of the OP unit, or at such other time as may be set forth in the agreement pursuant to which the applicable OP units are issued.