SEC Form 4 · accession 0001209191-15-065157
ASSOCIATED ESTATES REALTY CORP · AEC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeffrey I Friedman
Officer — Chairman, President & CEO · Director
Period of report
Aug 7, 2015
Accepted (ET)
Aug 11, 2015 · 2:39 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000911635
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Shares, without par valueF1 | Aug 7, 2015 | D | 5,685 | $28.75 | D | 0 | I | Family Charitable Trust |
| Common Shares, without par value | Jul 1, 2015 | G | 14,647 | $0.00 | D | 363,874 | D | |
| Common Shares, without par value | Jul 2, 2015 | G | 13,873 | $0.00 | D | 350,001 | D | |
| Common Shares, without par valueF1 | Aug 7, 2015 | D | 350,001 | $28.75 | D | 0 | D | |
| Common Shares, without par value | Jul 1, 2015 | G | 1,000 | $0.00 | D | 100,000 | I | By wife |
| Common Shares, without par valueF1 | Aug 7, 2015 | D | 100,000 | $28.75 | D | 0 | I | By wife |
| Common Shares, without par valueF2,F1 | Aug 7, 2015 | D | 21,823 | $28.75 | D | 0 | I | 401(k) |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Deferred Share UnitsF3,F5,F6,F4 | — | Aug 7, 2015 | D | 279,380 | D | — | — | Common Share | 279,380 | 0 | D |
| Employee Stock OptionsF8,F7 | $15.29 | Aug 7, 2015 | D | 61,286 | D | — | Feb 15, 2022 | Common Shares | 61,286 | 0 | D |
| Empoyee Stock OptionsF9,F7 | $11.26 | Aug 7, 2015 | D | 125,000 | D | — | Feb 27, 2016 | Common Shares | 125,000 | 0 | D |
Explanation of responses
- F1Disposed of pursuant to a merger agreement among the Issuer, BSREP II Aries Pooling LLC and BSREP II Aries DE Merger Sub Inc. in exchange for the right to receive $28.75 in cash per share.
- F2Balance as of August 6, 2015
- F3Deferred compensation held under the Issuer's deferred compensation plans ("DSUs").
- F4Each DSU was the economic equivalent of one Issuer common share, and were initially payable pursuant to the Reporting Person's deferred compensation elections.
- F5Includes DSUs acquired pursuant to dividend reinvestment.
- F6Disposed of pursuant to a merger agreement among the Issuer, BSREP II Aries Pooling LLC and BSREP II Aries DE Merger Sub Inc. in exchange for the right to receive $28.75 in cash per DSU.
- F7Options were fully vested.
- F8Disposed of pursuant to a merger agreement among the Issuer, BSREP II Aries Pooling LLC and BSREP II Aries DE Merger Sub Inc. in exchange for the right to receive $13.46 per share underlying the stock options, representing the spread between the exercise price and the merger price of $28.75 per share.
- F9Disposed of pursuant to a merger agreement among the Issuer, BSREP II Aries Pooling LLC and BSREP II Aries DE Merger Sub Inc. in exchange for the right to receive $17.49 per share underlying the stock options, representing the spread between the exercise price and the merger price of $28.75 per share.