SEC Form 4 · accession 0001123292-16-002844

PARKWAY PROPERTIES INC · PKY

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

Table I — non-derivative securities

Table II — derivative securities

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"), 93,331 LTIPs held by the reporting person were forfeited in exchange for restricted stock units of the Company.
• 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, immediately following the effective time of the merger, the reporting person will hold 13,937 OP Units and will receive 111,633 operating partnership units of Cousins Properties LP.
• F11Forfeited in exchange for 48,997 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.
• F12Forfeited in exchange for 44,334 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, 146,453 restricted share units vested and the reporting person instructed the company to withhold 51,780 shares to cover tax withholding obligations as permitted under the Parkway Properties, Inc. and Parkway Properties LP 2015 Omnibus Equity Incentive Plan.
• F3Disposed of pursuant to 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. 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 will be converted into restricted stock units of Parkway, Inc.
• F4The reporting person disclaimed beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person was the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
• F5The initial grant of 950,000 options vested in four equal installments beginning on March 2, 2014.
• F6This option was assumed by Cousins pursuant to the Merger Agreement and was replaced with an option to purchase 1,161,375 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 will be converted into options to purchase shares of Parkway, Inc. common stock.
• F7Represented 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"). [footnote continued]
• F8[footnote continued] 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. Pursuant to the Merger Agreement and Partnership Agreement, OP units were acquired upon the conversion of the 2016 LTIPs.
• F9Pursuant to the Merger Agreement and Partnership Agreement, OP units were acquired upon the conversion of the 2016 LTIPs.