SEC Form 4 · accession 0000909143-16-000071
STRATUS PROPERTIES INC · STRS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Carl E Berg
10% Owner · Other
Period of report
May 5, 2016
Accepted (ET)
May 9, 2016 · 5:42 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000885508
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.01 per shareF1,F2 | May 5, 2016 | S | 45,000 | $18.00 | D | 1,376,002 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Repurchase Option (right to purchase)F1 | $18.00 | May 5, 2016 | J | 45,000 | A | — | — | Common Stock | 45,000 | 45,000 | D |
Explanation of responses
- F1On May 5, 2016, the Reporting Person entered into a Stock Purchase and Option Agreement with Mr. David M. Dean (the "Agreement"), pursuant to which the Reporting Person agreed to sell and Mr. Dean agreed to purchase 45,000 shares of the Issuer's Common Stock, par value $0.01 per share ("Common Stock"), beneficially owned by the Reporting Person, for an aggregate price of $810,000, subject to the terms and conditions of the Agreement, including but not limited to the grant by Mr. Dean of a call option with respect to such 45,000 shares of Common Stock in favor of the Reporting Person. The Reporting Person will have the option to repurchase the shares at $18.00 if Mr. Dean fails to serve a full three-year term as director of the Issuer, with the option lapsing as to one-third of the shares each June 30 beginning June 30, 2017. [FN-1 CONTINUED IN REMARKS SECTION OF THIS FORM 4]
- F2As reflected in a Statement on Schedule 13D jointly filed by the Reporting Person, David M. Dean and Michael L. Knapp, the Reporting Person may be deemed to continue to beneficially own 1,421,002 shares of Common Stock as a member of the group along with Mr. Dean and Mr. Knapp after the consummation of the sale of the 45,000 shares of Common Stock to Mr. Dean (the "Sold Shares"). The Reporting Person disclaims beneficial ownership of the Sold Shares and has no pecuniary interest therein after the consummation of the sale of such shares.
Remarks
[FN-1 CONTINUED]: In addition, the Reporting Person will have the option to repurchase one-third of the shares (15,000) if, at the end of Mr. Dean's three-year term as director, the Issuer has not been sold, merged or combined with another company or has not sold all or substantially all of its assets. If at any time during Mr. Dean's three-year term the Issuer is sold, merged or combined with another company, or sells all or substantially all of its assets, in a transaction approved by the stockholders of the Issuer, the Reporting Person's option shall lapse entirely.