SEC Form 4 · accession 0001123292-16-002835

PARKWAY PROPERTIES 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 6, 2016

Accepted (ET)

Oct 11, 2016 · 5:51 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
Common Stock^F1	Oct 6, 2016	A	41,106	—	A	152,094	D
Common Stock^F2	Oct 6, 2016	F	6,881	—	D	145,213	D
Common Stock^F3	Oct 6, 2016	D	145,213	—	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	$17.21	Oct 6, 2016	D	168,750	D	—	Mar 2, 2023	Common Stock	168,750	0	D
LTIP Units^F6,F7	—	Oct 6, 2016	C	35,640	D	—	—	Common OP Units	35,640	0	D
OP Units^F8	—	Oct 6, 2016	C	35,640	A	—	—	Common Stock	35,640	35,640	D
OP Units^F9	—	Oct 6, 2016	D	35,640	D	—	—	Common Stock	35,640	0	D
LTIP Units^F10	—	Oct 6, 2016	D	23,106	D	—	—	Common OP Units	23,106	0	D
LTIP Units^F11	—	Oct 6, 2016	D	18,000	D	—	—	Common OP Units	18,000	0	D

Explanation of responses

F1On October 6, 2016, immediately prior to the effective time of the merger of the Company with and into a subsidiary of Cousins Properties Incorporated ("Cousins") and pursuant to the agreement and plan of merger, dated as of April 28, 2016, by and among the Company, Parkway Properties LP (the "Operating Partnership"), Cousins and Clinic Sub Inc., a wholly owned subsidiary of Cousins (the "Merger Agreement"), 41,106 LTIPs held by the reporting person were forfeited in exchange for restricted stock units of the Company. Includes an additional 121.608 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.
F10Forfeited in exchange for 23,106 restricted stock units of the Company immediately prior to the merger. Represented performance-based LTIP units that provided for vesting based on the attainment of targets for total return to stockholders during the performance period running from February 19, 2015 to February 18, 2018, subject to the executive's continued employment with the Company
F11Forfeited in exchange for 18,000 restricted stock units of the Company immediately prior to the merger. Represented performance-based LTIP units that provided for vesting based on the attainment of targets for total return to stockholders during the performance period running from March 17, 2014 to March 16, 2017, subject to the executive's continued employment with the Company.
F2On October 6, 2016, 25,158 restricted share units vested and the reporting person instructed the company to withhold 6,881 shares to cover tax withholding obligations as permitted under the Parkway Properties, Inc. and Parkway Properties Partnership LP 2015 Omnibus Equity Incentive Plan.
F3Disposed of pursuant to the Merger Agreement in exchange for shares of Cousins common stock and restricted stock units of Cousins (the "Cousins RSUs"), and cash in lieu of fractional shares. Pursuant to the Employee Matters Agreement by and between the Company, Cousins, Parkway, Inc. and affiliated parties, on the business day following the merger, the Cousins RSUs held by the reporting person were converted into restricted stock units of Parkway, Inc.
F4The initial grant of 225,000 options vested in four equal installments beginning on March 2, 2014.
F5This option was assumed by Cousins pursuant to the Merger Agreement and was replaced with an option to purchase 275,062 shares of Cousins common stock for $10.56 per share (the "Cousins Options"). Pursuant to the Employee Matters Agreement by and between the Company, Cousins, Parkway, Inc. and affiliated parties, on the business day following the merger, the Cousins Options converted into options to purchase shares of Parkway, Inc. common stock. .
F6Represented performance-based LTIP units that provided for vesting based on the attainment of targets for total return to stockholders during the performance period running from February 18, 2016 to February 17, 2019 (the "2016 LTIPs"), subject to the executive's continued employment with the Company. Subject to the satisfaction of the vesting requirements and certain restrictions set forth in the limited partnership agreement of the Operating Partnership (the "Partnership Agreement"), each LTIP unit may be converted, at the election of the executive or the Company, into a unit of limited partnership interest in the Operating Partnership ("OP unit"). Each OP unit acquired upon conversion of an LTIP unit may be redeemed, at the election of the executive, for cash equal to the then fair market value of a share of Common Stock, except that the Company may, at its election, acquire each OP unit so presented for redemption for one share of Common Stock. [footnote continued]
F7[footnote continued] Pursuant to the Merger Agreement and Partnership Agreement, OP units were acquired upon the conversion of the 2016 LTIPs.
F8Pursuant to the Merger Agreement and Partnership Agreement, OP units were acquired upon the conversion of the 2016 LTIPs.
F9The OP units will no longer be a derivative security of the Company following the effective time of the merger. Pursuant to an amendment to the Partnership Agreement, immediately following the effective time of the merger, the reporting person will hold 7,262 OP Units and will receive 58,166 operating partnership units of Cousins Properties LP.