SEC Form 4 · accession 0001123292-17-001531
Parkway, Inc. · PKY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
M. Jayson Lipsey
Officer — EVP, Chief Operating Officer
Period of report
Oct 11, 2017
Accepted (ET)
Oct 13, 2017 · 4:05 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 | 18,726 | $0.00 | A | 120,641 | D | |
| Common StockF2 | Oct 11, 2017 | D | 79,506 | — | D | 41,135 | D | |
| Common StockF3 | Oct 12, 2017 | D | 41,135 | — | D | 0 | D |
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)F5,F4 | $22.00 | Oct 11, 2017 | D | 132,045 | D | — | Mar 2, 2023 | Common Stock | 132,045 | 0 | D |
| OP UnitsF6 | — | Oct 12, 2017 | D | 7,262 | D | — | — | Common Stock | 7,262 | 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 28,208 time-based RSUs and 51,298 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.
- F4Options were fully vested
- F5Disposed 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.
- F6Disposed 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.