SEC Form 4 · accession 0001123292-16-002855
Parkway, Inc. · PKY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jason A Bates
Officer — EVP & CIO
Period of report
Oct 7, 2016
Accepted (ET)
Oct 12, 2016 · 6:43 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 StockF1 | Oct 7, 2016 | A | 28,984 | — | A | 28,984 | D | |
| Common StockF2 | Oct 7, 2016 | A | 4,908 | — | A | 33,892 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| OP UnitsF3 | — | Oct 7, 2016 | A | 4,841 | A | — | — | Common Stock | 4,841 | 4,841 | 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 on the record date.
- F3The 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.