SEC Form 4 · accession 0001123292-16-002840
PARKWAY PROPERTIES INC · PKY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David R. O'Reilly
Officer — EVP & CHIEF FINANCIAL OFFICER
Period of report
Oct 6, 2016
Accepted (ET)
Oct 11, 2016 · 5:53 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 | Oct 6, 2016 | D | 115,959 | — | 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)F3,F2 | $17.21 | Oct 6, 2016 | D | 337,500 | D | — | Mar 2, 2023 | Common Stock | 337,500 | 0 | D |
| LTIP UnitsF4,F5 | — | Oct 6, 2016 | C | 24,000 | D | — | — | Common OP Units | 24,000 | 0 | D |
| OP UnitsF6 | — | Oct 6, 2016 | C | 24,000 | A | — | — | Common Stock | 24,000 | 24,000 | D |
| OP UnitsF7 | — | Oct 6, 2016 | D | 24,000 | D | — | — | Common Stock | 24,000 | 0 | D |
| LTIP UnitsF8 | — | Oct 6, 2016 | D | 24,396 | D | — | — | Common OP Units | 24,396 | 0 | D |
| LTIP UnitsF9 | — | Oct 6, 2016 | D | 22,000 | D | — | — | Common OP Units | 22,000 | 0 | D |
Explanation of responses
- F1Disposed of 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 Properties Incorporated ("Cousins") and Clinic Sub Inc., a wholly owned subsidiary of Cousins (the "Merger Agreement"), in exchange for Cousins common stock and restricted stock units of Cousins (the "Cousins RSUs") and cash in lieu of fractional shares. Immediately following the effective time of the merger in connection with the termination of the executive's employment, the Cousins RSUs vested and converted into shares of Cousins common stock.
- F2The initial grant of 450,000 options vested in four equal installments beginning on March 2, 2014.
- F3This option was assumed by Cousins pursuant to the Merger Agreement and was replaced with an option to purchase 550,125 shares of Cousins common stock for $10.56 per share.
- F4Represented 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]
- F5[footnote continued] Pursuant to the Merger Agreement and Partnership Agreement, OP units were acquired upon the conversion of the 2016 LTIPs.
- F6Pursuant to the Merger Agreement and Partnership Agreement, OP units were acquired upon the conversion of the 2016 LTIPs.
- F7The 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 4,890 OP Units and will receive 39,170 operating partnership units of Cousins Properties LP.
- F8Forfeited in connection with 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.
- F9Forfeited in connection with 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.