SEC Form 4 · accession 0001179110-18-005833
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 · Director
Period of report
Apr 20, 2018
Accepted (ET)
Apr 24, 2018 · 4:27 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 E 2018 LTIP UnitsF1,F5,F2 | $0.00 | Apr 20, 2018 | A | 340,136 | A | — | — | Common Stock | 340,136 | 340,136 | D |
| Class F 2018 LTIP UnitsF3,F5,F4 | $0.00 | Apr 20, 2018 | A | 58,997 | A | — | — | Common Stock | 58,997 | 58,997 | D |
Explanation of responses
- F1On April 20, 2018, the reporting person received a grant of Class E 2018 LTIP Unit (the "Class E Units") of Mack-Cali Realty, L.P. (the "Operating Partnership"). The Class E 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 E 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 20, 2018, the reporting person received a grant of Class F 2018 LTIP Unit (the "Class F Units") of the Operating Partnership. The Class F 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 F Units vest on April 20, 2021.
- F5Reported 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 2016 LTIP Units of the Operating Partnership, (iii) 23,041 Class B 2016 LTIP Units of the Operating Partnership, (iv) 196,482 Class C 2017 LTIP Units of the Operating Partnership, and (v) 32,443 Class D 2017 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.