SEC Form 4 · accession 0001123292-16-002839
PARKWAY PROPERTIES INC · PKY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Scott E Francis
Officer — EVP & CHIEF ACCOUNTING OFFICER
Period of report
Oct 6, 2016
Accepted (ET)
Oct 11, 2016 · 5:52 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 StockF1,F2 | Oct 6, 2016 | A | 15,989 | — | A | 81,674 | D | |
| Common StockF3 | Oct 6, 2016 | F | 3,716 | — | D | 77,958 | D | |
| Common StockF4 | Oct 6, 2016 | D | 77,958 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| LTIP UnitsF5,F6 | — | Oct 6, 2016 | C | 26,040 | D | — | — | Common OP Units | 0 | 0 | D |
| OP UnitsF7 | — | Oct 6, 2016 | C | 26,040 | A | — | — | Common Stock | 26,040 | 26,040 | D |
| OP UnitsF8 | — | Oct 6, 2016 | D | 26,040 | D | — | — | Common Stock | 26,040 | 0 | D |
| LTIP UnitsF9 | — | Oct 6, 2016 | D | 15,989 | D | — | — | Common OP Units | 15,989 | 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"), 15,989 LTIPs held by the reporting person were forfeited in exchange for restricted stock units of the Company. Excludes 6,000 previously reported performance-based restricted stock units granted on March 2, 2013, pursuant to the Company's 2013 Omnibus Equity Incentive Plan, which was amended, restated and superseded by the Company's 2015 Omnibus Equity Incentive Plan, as amended, with the vesting based upon the satisfaction of certain performance goals established by the Compensation Committee with respect to the three-year period ending March 1, 2016. [footnote continued]
- F2[footnote continued] The performance criteria were not met and these restricted stock 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.
- F3On October 6, 2016, 13,586 restricted share units vested and the reporting person instructed the company to withhold 3,716 shares to cover tax withholding obligations as permitted under the Parkway Properties, Inc. and Parkway Properties LP 2015 Omnibus Equity Incentive Plan.
- F4Disposed 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.
- F5Represented 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]
- F6[footnote continued] Pursuant to the Merger Agreement and Partnership Agreement, OP units were acquired upon the conversion of the 2016 LTIPs.
- F7Pursuant to the Merger Agreement and Partnership Agreement, OP units were acquired upon the conversion of the 2016 LTIPs.
- F8The 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 5,306 OP Units and will receive 42,499 operating partnership units of Cousins Properties LP.
- F9Forfeited in exchange for 15,989 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.