Statement of Changes in Beneficial Ownership (4)
13 Oktober 2017 - 10:05PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Heistand James R
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2. Issuer Name
and
Ticker or Trading Symbol
Parkway, Inc.
[
PKY
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
President and CEO
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(Last)
(First)
(Middle)
800 N MAGNOLIA AVENUE, SUITE 1625
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3. Date of Earliest Transaction
(MM/DD/YYYY)
10/11/2017
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(Street)
ORLANDO, FL 32803
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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10/11/2017
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A
(1)
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42558
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A
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$0
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525179
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D
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Common Stock
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10/11/2017
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D
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172301
(2)
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D
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(2)
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352878
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D
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Common Stock
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10/12/2017
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D
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352878
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D
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(3)
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0
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D
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Common Stock
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10/12/2017
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D
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6095
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D
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(3)
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0
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I
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ACP Laurich Partnership, Ltd.
(4)
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Common Stock
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10/12/2017
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D
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9168
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D
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(3)
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0
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I
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ACP-JRL Partnership, Ltd., a family limited partnership
(4)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Employee Stock Option (Right to Buy)
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$22.00
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10/11/2017
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D
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557526
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(5)
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3/2/2023
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Common Stock
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557526
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(6)
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0
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D
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OP Units
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(7)
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10/17/2017
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D
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13937
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(7)
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(7)
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Common Stock
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13937
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(7)
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0
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D
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Explanation of Responses:
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(1)
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Represents performance-based RSUs that were previously issued at the "target" performance level, and which vested on October 11, 2017 at the "stretch" performance level pursuant to the Agreement and Plan of Merger, dated as of June 29 2017, (the "Merger Agreement") by and among Parkway, Inc. (the "Company"), a Maryland corporation, Parkway Properties LP, a Delaware limited partnership (the "Partnership"), Real Estate Houston US Trust ("Parent"), a Delaware statutory trust and wholly-owned subsidiary of Canada Pension Plan Investment Board, a Canadian Crown corporation ("CPPIB"), Real Estate Houston US LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent, and Real Estate Houston US LP, a Delaware limited partnership and an indirect wholly-owned subsidiary of Parent ("Merger Partnership").
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(2)
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Represents 55,716 time-based RSUs and 116,585 performance-based RSUs, which fully vested and were disposed of pursuant to the Merger Agreement in exchange for $23.05 in cash per share, without interest, less any applicable tax withholding.
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(3)
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Disposed of pursuant to Merger Agreement in exchange for $19.05 in cash per share, without interest, less any applicable tax withholding.
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(4)
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The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
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(5)
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Options were fully vested
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(6)
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Disposed of pursuant to the Merger Agreement in exchange for $1.05 in cash per share underlying the stock options, representing the spread between the exercise price and the per share transaction consideration of $23.05, less applicable withholding taxes.
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(7)
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Disposed of pursuant to the Merger Agreement in exchange for the right to receive a new partnership preferred unit of the surviving partnership following the merger of Merger Partnership with and into the Partnership, with the Partnership as the surviving entity. OP Units were derivative securities of the Company, which were redeemable for cash or, at the Company's election, shares of the Company's common stock on a one-for-one basis beginning 12 months following the date of the initial issuance of the OP unit, or at such other time as were set forth in the agreement pursuant to which the applicable OP units were issued.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Heistand James R
800 N MAGNOLIA AVENUE, SUITE 1625
ORLANDO, FL 32803
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X
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President and CEO
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Signatures
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/s/ A. Noni Holmes-Kidd, on behalf of James R. Heistand, as Attorney-in-Fact
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10/13/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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