SEC Form 4 · accession 0001123292-17-001533

Parkway, Inc. · PKY

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

Reporting owner

James A Thomas

Director

Period of report

Oct 12, 2017

Accepted (ET)

Oct 13, 2017 · 4:06 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	D/I	Nature of ownership
Common Stock^F1	Oct 12, 2017	D	7,861	—	D	D
Common Stock^F1,F2	Oct 12, 2017	D	48,565	—	D	I	By Thomas Master Investments, LLC
Common Stock^F1,F3	Oct 12, 2017	D	793	—	D	I	By Rosemary Pastron Trust
Common Stock^F1,F3	Oct 12, 2017	D	808	—	D	I	By Otto Pastron Trust
Common Stock^F1,F4	Oct 12, 2017	D	96,771	—	D	I	By The Lumbee Clan Trust
Common Stock^F1,F3	Oct 12, 2017	D	8	—	D	I	By Sarah Bane Trust
Common Stock^F1,F3	Oct 12, 2017	D	17	—	D	I	By Samantha Bane Trust
Common Stock^F1,F5	Oct 12, 2017	D	203,590	—	D	I	By Thomas Investment Partners, Ltd
Common Stock^F1,F3	Oct 12, 2017	D	42	—	D	I	By Otto Pastron CUTMA
Common Stock^F1,F3	Oct 12, 2017	D	15	—	D	I	By 1994 Trust
Common Stock^F1,F5	Oct 12, 2017	D	51,893	—	D	I	By Thomas-Pastron Family Partnership, L.P.

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
OP Units^F6,F5	—	Oct 12, 2017	D	273,690	D	—	—	Common Stock	273,690	I
OP Units^F6,F5	—	Oct 12, 2017	D	249,565	D	—	—	Common Stock	249,565	I
OP Units^F6,F5	—	Oct 12, 2017	D	179,767	D	—	—	Common Stock	179,767	I
OP Units^F6,F4	—	Oct 12, 2017	D	144,285	D	—	—	Common Stock	144,285	I
OP Units^F6	—	Oct 12, 2017	D	10,658	D	—	—	Common Stock	10,658	I
OP Units^F6,F2	—	Oct 12, 2017	D	455	D	—	—	Common Stock	455	I

Explanation of responses

F1Disposed of 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"), in exchange for $19.05 in cash per share, without interest, less any applicable tax withholding.
F2Securities were held by the named limited liability company, which is controlled by the reporting person.
F3Securities were held in trust for the benefit of an immediate family member of the reporting person. The reporting person is trustee of such trust. The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
F4Securities were held by the Lumbee Clan Trust for which the reporting person serves as trustee and has discretion with respect to such securities.
F5Securities were held by the named partnership, which is controlled by the reporting person.
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 are issued.