SEC Form 4 · accession 0001123292-18-000286
Equity Commonwealth · EQC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Samuel Zell
Director · Other
Period of report
Feb 7, 2018
Accepted (ET)
Feb 8, 2018 · 6:10 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 | 27,668 | $28.79 | A | 409,906 | 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 7, 2018 | A | 27,667 | A | — | — | Common Stock | 27,667 | 111,023 | 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.
- 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 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.
- F4These 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 service with Equity Commonwealth through such date.