SEC Form 4 · accession 0001123292-18-000284
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 7, 2018
Accepted (ET)
Feb 8, 2018 · 6:08 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,F2 | Feb 7, 2018 | A | 13,834 | $28.79 | A | 124,435 | I | See footnote |
| Common Shares of Beneficial InterestF3,F2 | Feb 7, 2018 | F | 8,977 | $28.79 | D | 115,458 | 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 UnitsF2,F4,F5 | — | Feb 7, 2018 | A | 13,833 | A | — | — | Common Stock | 13,833 | 32,886 | I |
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.
- 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 RSUs.
- 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.