SEC Form 4 · accession 0001123292-18-000282
Equity Commonwealth · EQC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David Helfand
Officer — President & CEO · Director
Period of report
Feb 7, 2018
Accepted (ET)
Feb 8, 2018 · 6:06 pm 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 7, 2018 | A | 42,884 | $28.79 | A | 561,176 | D | |
| Common Shares of Beneficial InterestF2 | Feb 7, 2018 | F | 22,337 | $28.79 | D | 538,839 | D | |
| Common Shares of Beneficial InterestF3 | holding | — | — | — | 290 | 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,F5 | — | Feb 7, 2018 | A | 42,884 | A | — | — | Common Stock | 42,884 | 100,042 | D |
Explanation of responses
- F1Reflects common shares that were issued to the Reporting Person as a result of certain performance criteria being met with respect to previously granted restricted share units ("RSUs") and a portion of such RSUs vesting on the Transaction Date.
- F2Reflects common shares surrendered to the Issuer to satisfy tax withholding obligations in connection with the vesting of RSUs.
- F3These shares are held by EGI-CW Holdings, L.L.C. ("EGI-CW"). The reporting person is a member of EGI-Fund (14-16) Investors, L.L.C. ("EGI-Fund (14-16)"), which is a member of EGI-CW. The shares reported represent only the number of shares in which the reporting person has a pecuniary interest in accordance with his proportionate interest in EGI-Fund (14-16).
- F4Each RSU represents the right to receive one share of Common Stock 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.
- F5These RSUs will vest (i) in February of 2019 on the date the issuer's compensation committee meets to determine the level of achievement of the performance criteria with respect to any performance-based equity awards or, (ii) if there are no such awards, the first date on which the issuer's compensation committee meets or takes an action by unanimous written consent in February of 2019, in each case subject to the Reporting Person's continued employment with Equity Commonwealth through such date.