SEC Form 4 · accession 0001179110-17-005849
MACK CALI REALTY CORP · CLI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gary T Wagner
Officer — General Counsel & Secretary
Period of report
Apr 4, 2017
Accepted (ET)
Apr 6, 2017 · 5:56 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000924901
Table I — non-derivative securities
No Table I lines on this filing.
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 UnitsF1,F5,F2 | $0.00 | Apr 4, 2017 | A | 13,473 | A | — | — | Common Stock | 13,473 | 13,473 | D |
| Class D 2017 LTIP UnitsF3,F5,F4 | $0.00 | Apr 4, 2017 | A | 4,449 | A | — | — | Common Stock | 4,449 | 4,449 | D |
Explanation of responses
- F1On 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 operating partnership of Mack-Cali Realty Corporation (the "Company"). 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.
- F2Fifty 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.
- F3On 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.
- F4The Class D Units vest on April 3, 2020.
- F5Reported amounts exclude the following securities directly beneficially owned by the reporting person: (i) 5,949 Class A LTIP Units of Mack-Cali Realty, L.P. (the "Operating Partnership"), and (ii) 3,687 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.