SEC Form 4 · accession 0001209191-16-152547
POST PROPERTIES INC · PPS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David C. Ward
Officer — EVP & Chief Investment Officer
Period of report
Nov 30, 2016
Accepted (ET)
Nov 30, 2016 · 6:25 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000903127
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Nov 30, 2016 | F | 680 | $65.02 | D | 25,307 | D | |
| Common Stock | Nov 30, 2016 | F | 2,574 | $65.02 | D | 22,733 | D | |
| Common Stock | Nov 30, 2016 | F | 3,048 | $65.02 | D | 19,685 | D | |
| Common StockF1 | Nov 30, 2016 | D | 19,685 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Units in 401(k) PlanF3 | — | Nov 30, 2016 | D | 1,530 | D | — | — | Common Stock | 1,530 | 0 | D |
| Stock OptionF4 | $44.05 | Nov 30, 2016 | D | 2,640 | D | — | Jan 25, 2022 | Common Stock | 2,640 | 0 | D |
| Stock OptionF4 | $50.30 | Nov 30, 2016 | D | 2,790 | D | — | Jan 28, 2023 | Common Stock | 2,790 | 0 | D |
| Stock OptionF4 | $46.93 | Nov 30, 2016 | D | 3,750 | D | — | Jan 31, 2024 | Common Stock | 3,750 | 0 | D |
| Stock OptionF4 | $60.40 | Nov 30, 2016 | D | 3,290 | D | — | Feb 3, 2025 | Common Stock | 3,290 | 0 | D |
| Stock OptionF4 | $57.80 | Nov 30, 2016 | D | 11,130 | D | — | Feb 1, 2026 | Common Stock | 11,130 | 0 | D |
Explanation of responses
- F1As of November 30, 2016, Issuer was acquired by Mid-America Apartment Communities, Inc. ("MAA") pursuant to a merger agreement dated August 15, 2016 (Merger Agreement"), as described in the Issuer/MAA Joint Proxy Statement dated September 30, 2016 and filed by MAA with the SEC on that date (the "Merger"). Each outstanding share of Issuer Common Stock was converted into .71 shares of MAA Common Stock ("Exchange Ratio") with cash paid for fractional shares. All dispositions by Reporting Person in the Merger were approved in advance by Issuer's Board of Directors.
- F2Issuer outstanding unvested restricted stock units ("RSU's") became fully vested under the Merger Agreement and Issuer shares were withheld for payment of withholding income taxes. All vested RSU's were then converted into MAA common stock at the Exchange Ratio.
- F3The issuer's outside administrator for the employees 401(k) plan held issuer stock in a pooled fund as a participant investment option. Participant contributions designated to be invested in issuer common stock were accounted for as units of interest in the issuer fund. As of 11/30/2016, the equivalent of 1529.903722 shares of common stock were held in the issuer 401(k) Plan. These shares were converted into shares of MAA common stock at the Exchange Ratio.
- F4Issuer outstanding stock options, if not yet vested became vested, and all Issuer stock options were converted at the Exchange Ratio into MAA fully vested stock options under the terms of each outstanding Issuer stock option. Cash was paid for fractional shares.