SEC Form 4 · accession 0000905148-17-000686
EQUITY LIFESTYLE PROPERTIES INC · ELS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Samuel Zell
Officer — Chairman of the Board · Director
Period of report
Jul 21, 2017
Accepted (ET)
Jul 25, 2017 · 4:15 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000895417
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Jul 21, 2017 | S | 805,333 | $87.43 | D | 1,860,717 | I | By Trust |
| Common StockF1,F3,F10 | Jul 21, 2017 | P | 805,333 | $87.43 | A | 805,333 | I | By KMJZ Investments, L.L.C. |
| Common StockF4 | holding | — | — | — | 588,266 | I | By Samstock/SZRT, L.L.C. | |
| Common StockF5,F10 | holding | — | — | — | 17,774 | I | By Samstock/Alpha, L.L.C. | |
| Common StockF6,F10 | holding | — | — | — | 17,774 | I | By Samstock/ZFT, L.L.C. | |
| Common StockF7,F10 | holding | — | — | — | 892,000 | I | By Samstock, L.L.C. | |
| Common StockF8,F10 | holding | — | — | — | 12,006 | I | By Samstock/ZGPI, L.L.C. | |
| Common StockF9,F10 | holding | — | — | — | 8,000 | I | By Spouse | |
| Common StockF11 | holding | — | — | — | 85,427 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Samuel Zell Revocable Trust, an Illinois revocable trust of which Mr. Zell is the beneficiary and sole trustee, ("Zell Trust") sold 805,333 shares of Common Stock, at a price equal to the average of the highest and lowest quoted selling prices on the New York Stock Exchange of one share of Common Stock as of the date of the transaction, to KMJZ Investments (defined in footnote 3 below) for estate planning purposes. Additional details on the transaction are available in the Schedule 13D to be filed by Chai Trust (defined in footnote 3 below) for this transaction (expected to be filed on or around July 31, 2017).
- F10Mr. Zell disclaims beneficial ownership of the reported securities except to the extent, if any, of its or his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Zell is the beneficial owner of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
- F11This amount includes shares of restricted Common Stock that are subject to vesting at a time that was determined prior to the grant.
- F2These shares of Common Stock are beneficially owned by Zell Trust, the trustee of which is Mr. Zell. On May 4, 2017, Mr. Zell contributed 1,814,789 shares of Common Stock to Zell Trust. On May 23, 2017, Mr. Zell contributed 647,391 shares of Common Stock to Zell Trust. On June 9, 2017, Mr. Zell contributed 2,768 shares of Common Stock to Zell Trust.
- F3KMJZ Investments, L.L.C., a Delaware limited liability company, ("KMJZ Investments") is owned by various trusts established for the benefit of Mr. Zell and members of his family (collectively, the "Zell Family"). The trustee of such trusts is Chai Trust Company, L.L.C., an Illinois limited liability company ("Chai Trust"). Mr. Zell is not an officer or director of Chai Trust and does not have voting or dispositive power over such shares.
- F4Samstock/SZRT, L.L.C. is a Delaware limited liability company whose sole member is Zell Trust. Mr. Zell is the sole trustee and beneficiary of Zell Trust.
- F5Samstock/Alpha, L.L.C. is a Delaware limited liability company ("Samstock/Alpha") whose sole member is Alphabet Partners, an Illinois partnership. Alphabet Partners is owned by various trusts established for the benefit of the Zell Family, the trustee of which is Chai Trust. Mr. Zell is not an officer or director of Chai Trust and does not have voting or dispositive power over such shares.
- F6Samstock/ZFT, L.L.C. is a Delaware limited liability whose sole member is ZFT Partnership, an Illinois partnership. ZFT Partnership is owned by various trusts established for the benefit of the Zell Family, the trustee of which is Chai Trust. Mr. Zell is not an officer or director of Chai Trust and does not have voting or dispositive power over such shares. These shares were inadvertently disclosed as being held indirectly by Samstock/Alpha in Mr. Zell's previous Form 4 filed on May 3, 2017.
- F7Samstock, L.L.C. is a Delaware limited liability company whose sole member is SZ Investments, L.L.C, a Delaware limited liability company ("SZ"). The managing member of SZ is Chai Trust. Mr. Zell is not an officer or director of Chai Trust and does not have voting or dispositive power over such shares.
- F8Samstock/ZGPI, L.L.C. is a Delaware limited liability company whose sole member is Zell General Partnership, Inc. ("Zell GP"). Sam Investment Trust ("SIT") is the sole stockholder of Zell GP. Chai Trust is the trustee of SIT. Mr. Zell is not an officer or director of Chai Trust and does not have voting or dispositive power over such shares.
- F9These shares of Common Stock are owned by the Helen Zell Revocable Trust ("HZRT"). Mr. Zell's spouse, Helen Zell, is the trustee of HZRT.