0001104659-18-061883.txt : 20181012 0001104659-18-061883.hdr.sgml : 20181012 20181012214717 ACCESSION NUMBER: 0001104659-18-061883 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20181008 FILED AS OF DATE: 20181012 DATE AS OF CHANGE: 20181012 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DUGAN GORDON F CENTRAL INDEX KEY: 0001054811 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35933 FILM NUMBER: 181121172 MAIL ADDRESS: STREET 1: 50 ROCKEFELLER PLZ STREET 2: 2ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Gramercy Property Trust CENTRAL INDEX KEY: 0001297587 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 562466617 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 90 PARK AVENUE STREET 2: 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 212-297-1000 MAIL ADDRESS: STREET 1: 90 PARK AVENUE STREET 2: 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10016 FORMER COMPANY: FORMER CONFORMED NAME: CHAMBERS STREET PROPERTIES DATE OF NAME CHANGE: 20120702 FORMER COMPANY: FORMER CONFORMED NAME: CB RICHARD ELLIS REALTY TRUST DATE OF NAME CHANGE: 20040719 4 1 a4.xml 4 X0306 4 2018-10-08 1 0001297587 Gramercy Property Trust GPT 0001054811 DUGAN GORDON F C/O GRAMERCY PROPERTY TRUST 90 PARK AVENUE, 32ND FLOOR NEW YORK NY 10016 1 1 0 0 Chief Executive Officer Common Shares 2018-10-01 4 G 0 20000 0 D 571677 D Common Shares 2018-10-10 4 D 0 571677 D 0 D LTIP Units 2018-10-08 4 A 0 67116 0 A Common Shares 67116 341914 D LTIP Units 2018-10-10 4 D 0 341914 0 D Common Shares 341914 0 D Bona fide charitable gift to donor-advised fund. Represents restricted share awards and Common Shares of Gramercy Property Trust (the "Company"). Pursuant to the merger (the "Merger") described in the Agreement and Plan of Merger, dated as of May 6, 2018 (the "Merger Agreement"), by and among the Company, BRE Glacier Parent L.P., BRE Glacier L.P. ("Glacier"), BRE Glacier Acquisition L.P. and GPT Operating Partnership LP ("GPT OP"), (i) each restricted share award that was outstanding immediately prior to the effective time of the Merger was cancelled in exchange for an amount in cash equal to (a) the number of Common Shares subject to the restricted share award immediately prior to the effective time of the Merger multiplied by (b) the per share Merger consideration of $27.50, and (ii) each Common Share that was outstanding immediately prior to the effective time of the Merger was automatically converted into the right to receive an amount in cash equal to the per share Merger consideration of $27.50. Represents LTIP Units of GPT OP. Prior to the effective time of the Merger, the Company was the general partner of GPT OP. Following the Merger, Glacier is the general partner of GPT OP. All LTIP Units reported in column 9 were vested as of October 8, 2018. Conditioned upon minimum allocation to the capital account of the LTIP Units for federal income tax purposes, prior to the Merger each vested LTIP Unit was convertible, at the election of the holder, into a Class A Unit of limited partnership interest in GPT OP (a "Common Unit"). Prior to the Merger, each Common Unit issued upon conversion of a vested LTIP Unit, was redeemable, at the election of the holder, for cash equal to the then fair market value of one Common Share of the Company, except that the Company could, at its election, exchange each Common Unit presented for redemption for one Common Share of the Company in lieu of such cash payment. In connection with the Merger, the Company exercised its right to convert each LTIP Unit into a Common Unit immediately prior to the effective time of the Merger. Pursuant to the Merger Agreement, eligible holders of Common Units had the right, at their election, to exchange each such Common Unit for an amount in cash equal to the per share Merger consideration of $27.50, or to convert each such Common Unit into one 5.75% Series B Cumulative Preferred Unit of GPT OP. /s/ Gordon F. DuGan by Edward J. Matey Jr., his attorney-in-fact 2018-10-12