SEC Form 4 · accession 0000803649-19-000023
Equity Commonwealth · EQC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Samuel Zell
Director · Other
Period of report
Feb 8, 2019
Accepted (ET)
Feb 12, 2019 · 6:08 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 InterestF1 | Feb 8, 2019 | M | 27,667 | — | A | 541,703 | D | |
| Common Shares of Beneficial InterestF1 | Feb 8, 2019 | A | 41,719 | — | A | 583,422 | 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 | — | Feb 8, 2019 | M | 27,667 | D | — | — | Common Stock | 27,667 | 0 | D |
| Restricted Share UnitsF3,F5 | — | Feb 8, 2019 | A | 41,718 | A | — | — | Common Stock | 41,718 | 41,718 | D |
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 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 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.
- F4On February 7, 2018, the Reporting Person received 55,335 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 service with Equity Commonwealth through such date.
- F5Reflects 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 service with Equity Commonwealth through such date.