SEC Form 4 · accession 0000803649-19-000024
Equity Commonwealth · EQC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Orrin S Shifrin
Officer — EVP, Gen. Counsel & Secretary
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,F2 | Feb 8, 2019 | M | 13,833 | — | A | 138,635 | I | See footnote |
| Common Shares of Beneficial InterestF1,F2 | Feb 8, 2019 | A | 20,859 | — | A | 159,494 | I | See footnote |
| Common Shares of Beneficial InterestF3,F2 | Feb 8, 2019 | F | 20,665 | $32.59 | D | 138,829 | 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 UnitsF4,F2,F5 | — | Feb 8, 2019 | M | 13,833 | D | — | — | Common Stock | 13,833 | 0 | I |
| Restricted Share UnitsF4,F2,F6 | — | Feb 8, 2019 | A | 20,859 | A | — | — | Common Stock | 20,859 | 20,859 | 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 Orrin S. Shifrin Revocable Trust, of which the reporting person is the 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 27,667 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.