SEC Form 4 · accession 0000909143-16-000072
STRATUS PROPERTIES INC · STRS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David M Dean
Other
Period of report
May 5, 2016
Accepted (ET)
May 9, 2016 · 6:18 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 | P | 45,000 | $18.00 | A | 45,000 | 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 (obligation to sell)F1 | $18.00 | May 5, 2016 | J | 45,000 | D | — | — | 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. Carl E. Berg (the "Agreement"), pursuant to which the Reporting Person agreed to purchase and Mr. Berg agreed to sell 45,000 shares of the Issuer's Common Stock, par value $0.01 per share ("Common Stock"), beneficially owned by Mr. Berg, for an aggregate price of $810,000, subject to the terms and conditions of the Agreement, including but not limited to the grant by the Reporting Person of a call option with respect to such 45,000 shares of Common Stock in favor of Mr. Berg. Mr. Berg will have the option to repurchase such shares at $18.00 if the Reporting Person 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, Carl E. Berg and Michael L. Knapp, the Reporting Person may be deemed to beneficially own 1,421,002 shares of Common Stock as a member of the group along with Mr. Berg and Mr. Knapp, including the 45,000 shares of Common Stock the Reporting Person agreed to purchase from Mr. Berg (the "Purchased Shares"). The Reporting Person disclaims beneficial ownership of such securities and has no pecuniary interest therein, except with respect to the Purchased Shares.
Remarks
[FN-1 CONTINUED] In addition, Mr. Berg will have the option to repurchase one-third of the shares (15,000) if, at the end of the Reporting Person'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 the Reporting Person'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, Mr. Berg's option shall lapse entirely.