SEC Form 4 · accession 0000803649-19-000022

Equity Commonwealth · EQC

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

Reporting owner

Adam Scott Markman

Officer — EVP, CFO & Treasurer

Period of report

Feb 8, 2019

Accepted (ET)

Feb 12, 2019 · 6:07 am EST

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 Interest^F1,F2	Feb 8, 2019	M	17,984	—	A	152,472	I	See footnote
Common Shares of Beneficial Interest^F1,F2	Feb 8, 2019	A	27,117	—	A	179,589	I	See footnote
Common Shares of Beneficial Interest^F3,F2	Feb 8, 2019	F	25,321	$32.59	D	154,268	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 Units^F4,F2,F5	—	Feb 8, 2019	M	17,984	D	—	—	Common Stock	17,984	0	I
Restricted Share Units^F4,F2,F6	—	Feb 8, 2019	A	27,116	A	—	—	Common Stock	27,116	27,116	I

Explanation of responses

F1Each Common Share of Beneficial Interest of Equity Commonwealth ("Common Share") was received in exchange for one Restricted Share Unit ("RSU"), subject to the terms and conditions set forth in the applicable Equity Commonwealth equity compensation plan and the applicable restricted share unit agreement for the Reporting Person. Reflects Common Shares that were issued to the Reporting Person as a result of certain performance criteria being met with respect to previously granted RSUs and a portion of such RSUs vesting on the Transaction Date.
F2These shares are held by The Adam and Sarah Markman Trust, of which the reporting person is the co-trustee and a beneficiary.
F3Reflects Common Shares surrendered to the Issuer to satisfy tax withholding obligations in connection with the vesting of restricted Common Shares and RSUs.
F4Each RSU represents the right to receive one Common Share, subject to the terms and conditions set forth in the applicable Equity Commonwealth equity compensation plan and the applicable restricted share unit agreement for the Reporting Person.
F5On February 7, 2018, the Reporting Person received 35,968 RSUs as a result of certain performance criteria being met with respect to previously granted RSUs, vesting in two equal installments on February 7, 2018 and in February of 2019, subject to the Reporting Person's continued employment with Equity Commonwealth through such date.
F6Reflects RSUs that were issued to the Reporting Person as a result of certain performance criteria being met with respect to previously granted RSUs. These RSUs will vest in February of 2020, subject to the Reporting Person's continued employment with Equity Commonwealth through such date.