SEC Form 4 · accession 0001179110-17-005845
MACK CALI REALTY CORP · CLI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael J. DeMarco
Officer — Chief Executive Officer
Period of report
Apr 4, 2017
Accepted (ET)
Apr 6, 2017 · 5:55 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000924901
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1,F2,F3 | Apr 5, 2017 | A | 73 | $0.00 | A | 19,605 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class C 2017 LTIP UnitsF4,F10,F5 | $0.00 | Apr 4, 2017 | A | 196,482 | A | — | — | Common Stock | 196,482 | 196,482 | D |
| Class D 2017 LTIP UnitsF6,F10,F7 | $0.00 | Apr 4, 2017 | A | 32,443 | A | — | — | Common Stock | 32,443 | 32,443 | D |
| Performance Stock UnitsF8,F10,F9 | $0.00 | Apr 5, 2017 | A | 328 | A | — | — | Common Stock | 328 | 59,242 | D |
Explanation of responses
- F1On June 5, 2015 (the "Grant Date"), the reporting person was issued 18,775.27 restricted stock units ("RSUs") which shall vest in three equal, annual installments commencing June 5, 2016. Each RSU represents a contingent right to receive one share of common stock of Mack-Cali Realty Corporation (the "Company"). Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on the Company's common stock. On April 5, 2017, the record date for the Company's quarterly dividend on its common stock (the "Dividend Record Date"), 72.84 dividend equivalent rights at $26.96 per RSU were credited to the reporting person's account.
- F10Reported amounts exclude the following securities directly beneficially owned by the reporting person: (i) options to purchase 400,000 shares of the Company's common stock, (ii) 118,989 Class A LTIP Units of the Operating Partnership, and (iii) 23,041 Class B LTIP Units of the Operating Partnership. Subject to certain vesting conditions, all classes of LTIP Units of the Operating Partnership may be converted to Common Units on a one-for-one basis, which are redeemable for shares of common stock of the Company on a one-for-one basis.
- F2The RSUs attributable to dividend equivalents shall vest when, and to the extent, the underlying RSUs are vested.
- F3Reported amount includes 6,440 vested RSUs that have been settled in shares of common stock and 13,164.51 unvested RSUs (including unvested dividend equivalents with respect to such unvested RSUs).
- F4On April 4, 2017, the reporting person received a grant of Class C 2017 LTIP Unit (the "Class C Units") of Mack-Cali Realty, L.P. (the "Operating Partnership"). The Class C Units are a class of units of the Operating Partnership that, following the occurrence of certain events and upon vesting are convertible by the holder into an equivalent number of Common Units of the Operating Partnership ("Common Units"). Common Units of the Operating Partnership are redeemable by the holder for cash or, at the Company's election, shares of common stock of the Company on a one-for-one basis or the cash value of such shares.
- F5Fifty percent (50%) of the Class C Units may vest over a three to five year period based on the attainment of absolute total stockholder return ("TSR") metrics by the Company over a three year performance period. The remaining fifty percent (50%) of the Class C Units may vest over a three to five year period based on the Company's TSR relative to the TSR of other equity office REITs in the NAREIT Index over the same three year performance period.
- F6On April 4, 2017, the reporting person received a grant of Class D 2017 LTIP Unit (the "Class B Units") of the Operating Partnership. The Class D Units are a class of units of the Operating Partnership that, following the occurrence of certain events and upon vesting are convertible by the holder into an equivalent number of Common Units. Common Units of the Operating Partnership are redeemable by the holder for cash or, at the Company's election, shares of common stock of the Company on a one-for-one basis or the cash value of such shares.
- F7The Class D Units vest on April 3, 2020.
- F8On the Grant Date, the reporting person was granted 56,325.82 performance stock units ("PSUs") which shall vest based on the degree to which a relative total shareholder return target is attained for the three year performance period commencing on the Grant Date. Each PSU represents a contingent right to receive one share of the Company's common stock. Dividend equivalent rights accrue with respect to these PSUs when and as dividends are paid on the Company's common stock. On the Dividend Record Date, 327.79 dividend equivalent rights at $26.96 per PSU were credited to the reporting person's account.
- F9The PSUs attributable to dividend equivalents shall vest when, and to the extent, the underlying PSUs are vested.