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