SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Rollo Robert S

(Last)

(First)

(Middle)

C/O PS BUSINESS PARKS, INC.

701 WESTERN AVENUE

(Street)

GLENDALE

91201

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PS BUSINESS PARKS INC/CA [ PSB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/11/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/11/2017		M		6,213	A	$72.59⁽¹⁾	7,515	D
Common Stock	09/11/2017		M		1,200	A	$82.84	8,715	D
Common Stock	09/11/2017		M		800	A	$80.13	9,515	D
Common Stock	09/11/2017		M		400	A	$96.89	9,915	D
Common Stock	09/11/2017		S		8,613	D	$136.2417⁽²⁾	1,302	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)⁽³⁾	$72.59⁽⁴⁾	09/11/2017		M			6,213	10/03/2014	10/03/2023	Common Stock	6,213	$0	4,140	D
Stock Option (right to buy)⁽³⁾	$82.84⁽⁵⁾	09/11/2017		M			1,200	04/28/2015	04/28/2024	Common Stock	1,200	$0	800	D
Stock Option (right to buy)⁽³⁾	$80.13	09/11/2017		M			800	04/28/2016	04/28/2025	Common Stock	800	$0	1,200	D
Stock Option (right to buy)⁽³⁾	$96.89	09/11/2017		M			400	04/26/2017	04/26/2026	Common Stock	400	$0	1,600	D

Explanation of Responses:

1. On December 15, 2014, PSB declared a special dividend, payable on December 30, 2014. As a result, pursuant to anti-dilution provisions of PSB's 2012 Equity and Performance-Based Incentive Compensation Plan, an option for 10,000 shares of common stock held by the reporting person on December 30, 2014 became exercisable for an additional 353 shares of common stock.

2. Represents weighted average price. These shares were sold at prices ranging between $135.95 and $136.69. Full information regarding the number of shares sold at each separate price will be provided by the reporting person upon request to the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer.

3. Stock option granted pursuant to the 2012 Equity and Performance-Based Incentive Compensation Plan. This option vests in five (5) equal annual installments beginning one (1) year from the date of grant.

4. This option was previously reported as an option for 10,000 shares of common stock at an exercise price of $75.06, but was adjusted to reflect the special dividend declared by PSB on December 15, 2014.

5. This option was previously reported at an exercise price of $85.53, but was adjusted to reflect the special dividend declared by PSB on December 15, 2014.

	/s/ Lily Yan Hughes, Attorney-in-Fact	09/12/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** 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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