SEC Form 4 · accession 0000729237-16-000129

PARKWAY PROPERTIES INC · PKY

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

Reporting owner

James R Heistand

Officer — PRESIDENT & CEO · Director

Period of report

Jul 8, 2016

Accepted (ET)

Jul 8, 2016 · 4:56 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000729237

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2	Jul 8, 2016	A	100,000	—	A	1,593,793	D
Common Stock^F3	holding	—	—		—	29,916	I	ACP Laurich Partnership, Ltd.
Common Stock^F3	holding	—	—		—	45,000	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
LTIP Units^F4	—	Mar 1, 2016	J	45,600	D	—	—	Common OP Units	45,600	0	D
LTIP Units^F5	—	Jul 8, 2016	J	100,000	D	—	—	Common OP Units	100,000	0	D

Explanation of responses

F1Grant of time-based restricted stock units ("RSUs") pursuant to the Company's 2015 Omnibus Equity Incentive Plan, as amended (the "Plan"). These RSUs will vest upon the consummation of a Change in Control (as defined in the Plan) that occurs on or prior to April 8, 2017 as a result of the consummation of the transactions contemplated by that certain Agreement and Plan of Merger, by and among the Company, Parkway Properties LP, Cousins Properties Incorporated, and Clinic Sub Inc., dated as of April 28, 2016, subject to the Reporting Person's continued service through the applicable vesting date.
F2Includes an additional 889 shares acquired by the Reporting Person's participation in the Company's Employee Stock Purchase Plan and as a result of the reinvestment of dividends pursuant to the Company's Employee Stock Purchase Plan and the Company's Dividend Reinvestment Plan. These transactions are exempt from Section 16(a) of the Securities and Exchange Act pursuant to Rule 16a-3(f)(1)(i)(B) and Rule 16a-11, respectively.
F3The Reporting Person disclaims beneficial owership 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 45,600 previously reported performance-based LTIP units granted on May 16, 2013 pursuant to the Company's 2013 Omnibus Equity Incentive Plan, which was amended, restated and superseded by the Company's 2015 Omnibus Equity Incentive Plan, as amended, with the vesting based upon the satisfaction of certain performance-based criteria relating to the attainment of total stockholder return targets during the period between March 2, 2013 and March 1, 2016. The performance criteria were not met and these LTIP units were not earned. This transaction is exempt from Section 16(b) pursuant to Rule 16b-6(d) and further from the reporting requirements of Section 16(a) pursuant to Rule 16a-4(d), both rules promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended.
F5Represents 100,000 previously reported performance-based LTIP units granted on July 8, 2013 pursuant to the Company's 2013 Omnibus Equity Incentive Plan, which was amended, restated and superseded by the Company's 2015 Omnibus Equity Incentive Plan, as amended, with the vesting based upon the satisfaction of certain performance-based criteria relating to the attainment of total stockholder return targets during the period between July 8, 2013 and July 7, 2016. The performance criteria were not met and these LTIP units were not earned. This transaction is exempt from Section 16(b) pursuant to Rule 16b-6(d) and further from the reporting requirements of Section 16(a) pursuant to Rule 16a-4(d), both rules promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended.