SEC Form 4 · accession 0000803649-18-000072
Equity Commonwealth · EQC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Samuel Zell
Director · Other
Period of report
Oct 28, 2018
Accepted (ET)
Oct 30, 2018 · 4:13 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000803649
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Shares of Beneficial InterestF1 | Oct 28, 2018 | M | 83,356 | — | A | 493,262 | D | |
| Common Shares of Beneficial InterestF2 | holding | — | — | — | 2,584,300 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Share UnitsF3,F4 | — | Oct 28, 2018 | M | 83,356 | D | — | — | Common Stock | 83,356 | 27,667 | D |
Explanation of responses
- F1Each Common Share of Beneficial Interest of Equity Commonwealth was received in exchange for one Restricted Share Unit ("RSU"), subject to the terms and conditions set forth in the Equity Commonwealth 2012 Equity Compensation Plan and the restricted share unit agreement for the Reporting Person.
- F2These shares are held by EGI-CW Holdings, L.L.C. ("EGI-CW"), which is indirectly controlled by Chai Trust Company, LLC ("Chai"). Two entities, in which trusts established for the benefit of the family of the reporting person, the trustee of each of which is Chai, indirectly own interests, are members of EGI-CW. The reporting person is not an officer or a director of Chai and does not have voting or dispositive power over the shares, and therefore disclaims beneficial ownership thereof, except to the extent of any pecuniary interest therein indirectly held by his family.
- F3Each RSU represents the right to receive one share of Common Shares of Beneficial Interest of Equity Commonwealth, subject to the terms and conditions set forth in the Equity Commonwealth 2012 Equity Compensation Plan and the restricted share unit agreement for the Reporting Person.
- F4On November 8, 2017, the Reporting Person received 166,713 RSUs as a result of certain performance criteria being met with respect to previously granted RSUs, vesting in two equal installments on November 8, 2017 and October 28, 2018, subject to the Reporting Person's continued service with Equity Commonwealth through such date.