SEC Form 4 · accession 0001123292-16-002841

PARKWAY PROPERTIES INC · PKY

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

Reporting owner

James A Thomas

Director

Period of report

Oct 6, 2016

Accepted (ET)

Oct 11, 2016 · 5:54 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	D/I	Nature of ownership
Common Stock^F1	Oct 6, 2016	D	7,052	—	D	D
Common Stock^F1,F3	Oct 6, 2016	D	238,357	—	D	I	By Thomas Master Investments, LLC
Common Stock^F1,F4	Oct 6, 2016	D	3,895	—	D	I	By Rosemary Pastron Trust
Common Stock^F1,F4	Oct 6, 2016	D	3,969	—	D	I	By Otto Pastron Trust
Common Stock^F1,F5	Oct 6, 2016	D	474,953	—	D	I	By The Lumbee Clan Trust
Common Stock^F1,F4	Oct 6, 2016	D	42	—	D	I	By Sarah Bane Trust
Common Stock^F1,F4	Oct 6, 2016	D	84	—	D	I	By Samantha Bane Trust
Common Stock^F1,F6	Oct 6, 2016	D	999,218	—	D	I	By Thomas Investment Partners, Ltd.
Common Stock^F1,F4	Oct 6, 2016	D	210	—	D	I	By Otto Pastron Trust CUTMA
Common Stock^F1,F4	Oct 6, 2016	D	76	—	D	I	By 1994 Trust(
Common Stock^F1,F6	Oct 6, 2016	D	254,691	—	D	I	By Thomas-Pastron Family Partnership, L.P.
Limited Voting Stock^F2,F3	Oct 6, 2016	D	2,235	—	D	I	By Thomas Master Investments, LLC
Limited Voting Stock^F2,F6	Oct 6, 2016	D	1,343,263	—	D	I	By Maguire Thomas Partners - Philadelphia, Ltd.
Limited Voting Stock^F2,F6	Oct 6, 2016	D	1,224,859	—	D	I	By Thomas Investment Partners, Ltd.
Limited Voting Stock^F2,F6	Oct 6, 2016	D	882,290	—	D	I	By Maguire Thomas Partners - Commerce Square II, Ltd.
Limited Voting Stock^F2,F5	Oct 6, 2016	D	708,147	—	D	I	By The Lumbee Clan Trust
Limited Voting Stock^F2,F7	Oct 6, 2016	D	52,310	—	D	I	By Thomas Partners, Inc.

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
OP Units^F8,F6	—	Oct 6, 2016	D	1,343,263	D	—	—	Common Stock	1,343,263	I
OP Units^F10,F6	—	Oct 6, 2016	D	882,290	D	—	—	Common Stock	882,290	I
OP Units^F9,F6	—	Oct 6, 2016	D	1,224,859	D	—	—	Common Stock	1,224,859	I
OP Units^F11,F5	—	Oct 6, 2016	D	708,147	D	—	—	Common Stock	708,147	I
OP Units^F12,F7	—	Oct 6, 2016	D	52,310	D	—	—	Common Stock	52,310	I
OP Units^F13,F3	—	Oct 6, 2016	D	2,235	D	—	—	Common Stock	2,235	I

Explanation of responses

F1Disposed of pursuant to the agreement and plan of merger, dated as of April 28, 2016 by and among the issuer, Parkway Properties LP, Cousins Properties Incorporated ("Cousins") and Clinic Sub Inc., a wholly owned subsidiary of Cousins (the "Merger Agreement"), in exchange for shares of Cousins common stock and cash in lieu of fractional shares.
F10The 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 of Parkway Properties LP, immediately following the effective time of the merger, the reporting person will hold 179,767 OP Units and will receive 1,439,851operating partnership units of Cousins Properties LP.
F11The 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 of Parkway Properties LP, immediately following the effective time of the merger, the reporting person will hold 144,285 OP Units and will receive 1,155,659 operating partnership units of Cousins Properties LP.
F12The 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 of Parkway Properties LP, immediately following the effective time of the merger, the reporting person will hold 10,658 OP Units and will receive 85,367 operating partnership units of Cousins Properties LP.
F13The 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 of Parkway Properties LP, immediately following the effective time of the merger, the reporting person will hold 455 OP Units and will receive 3,647 operating partnership units of Cousins Properties LP.
F2Disposed of pursuant to the Merger Agreement in exchange for shares of Cousins limited voting preferred stock.
F3Securities are held by the named limited liability company, which is controlled by the reporting person.
F4Securities are 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.
F5Securities are held by the Lumbee Clan Trust for which the reporting person serves as trustee and has investment authority and discretion with respect to such securities.
F6Securities are held by the named partnership, which is controlled by the reporting person.
F7Securities are held by the named corporation, of which the reporting person is the sole stockholder.
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 of Parkway Properties LP, immediately following the effective time of the merger, the reporting person will hold 273,690 OP Units and will receive 2,192,135 operating partnership units of Cousins Properties LP.
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 of Parkway Properties LP, immediately following the effective time of the merger, the reporting person will hold 249,565 OP Units and will receive 1,998,906 operating partnership units of Cousins Properties LP.