SEC Form 4 · accession 0001123292-17-001529

Parkway, Inc. · PKY

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

Reporting owner

James R Heistand

Officer — President and CEO · Director

Period of report

Oct 11, 2017

Accepted (ET)

Oct 13, 2017 · 4:03 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	Oct 11, 2017	A	42,558	$0.00	A	525,179	D
Common Stock^F2	Oct 11, 2017	D	172,301	—	D	352,878	D
Common Stock^F3	Oct 12, 2017	D	352,878	—	D	0	D
Common Stock^F3,F4	Oct 12, 2017	D	6,095	—	D	0	I	ACP Laurich Partnership, Ltd.
Common Stock^F3,F4	Oct 12, 2017	D	9,168	—	D	0	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)^F6,F5	$22.00	Oct 11, 2017	D	557,526	D	—	Mar 2, 2023	Common Stock	557,526	0	D
OP Units^F7	—	Oct 17, 2017	D	13,937	D	—	—	Common Stock	13,937	0	D

Explanation of responses

F1Represents performance-based RSUs that were previously issued at the "target" performance level, and which vested on October 11, 2017 at the "stretch" performance level pursuant to the Agreement and Plan of Merger, dated as of June 29 2017, (the "Merger Agreement") by and among Parkway, Inc. (the "Company"), a Maryland corporation, Parkway Properties LP, a Delaware limited partnership (the "Partnership"), Real Estate Houston US Trust ("Parent"), a Delaware statutory trust and wholly-owned subsidiary of Canada Pension Plan Investment Board, a Canadian Crown corporation ("CPPIB"), Real Estate Houston US LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent, and Real Estate Houston US LP, a Delaware limited partnership and an indirect wholly-owned subsidiary of Parent ("Merger Partnership").
F2Represents 55,716 time-based RSUs and 116,585 performance-based RSUs, which fully vested and were disposed of pursuant to the Merger Agreement in exchange for $23.05 in cash per share, without interest, less any applicable tax withholding.
F3Disposed of pursuant to Merger Agreement in exchange for $19.05 in cash per share, without interest, less any applicable tax withholding.
F4The 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.
F5Options were fully vested
F6Disposed of pursuant to the Merger Agreement in exchange for $1.05 in cash per share underlying the stock options, representing the spread between the exercise price and the per share transaction consideration of $23.05, less applicable withholding taxes.
F7Disposed of pursuant to the Merger Agreement in exchange for the right to receive a new partnership preferred unit of the surviving partnership following the merger of Merger Partnership with and into the Partnership, with the Partnership as the surviving entity. OP Units were derivative securities of the Company, which were redeemable 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 were set forth in the agreement pursuant to which the applicable OP units were issued.