0001144204-15-072069.txt : 20151221 0001144204-15-072069.hdr.sgml : 20151221 20151221214316 ACCESSION NUMBER: 0001144204-15-072069 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20151217 FILED AS OF DATE: 20151221 DATE AS OF CHANGE: 20151221 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Gramercy Property Trust Inc. CENTRAL INDEX KEY: 0001287701 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 061722127 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 521 5TH AVENUE CITY: NEW YORK STATE: NY ZIP: 10175 BUSINESS PHONE: 212-297-1000 MAIL ADDRESS: STREET 1: 521 5TH AVENUE CITY: NEW YORK STATE: NY ZIP: 10175 FORMER COMPANY: FORMER CONFORMED NAME: GRAMERCY CAPITAL CORP DATE OF NAME CHANGE: 20040419 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: 001-32248 FILM NUMBER: 151300667 MAIL ADDRESS: STREET 1: 50 ROCKEFELLER PLZ STREET 2: 2ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 4 1 v427549_4.xml OWNERSHIP DOCUMENT X0306 4 2015-12-17 1 0001287701 Gramercy Property Trust Inc. GPT 0001054811 DUGAN GORDON F C/O GRAMERCY PROPERTY TRUST INC., 521 5TH AVENUE, 30TH FLOOR NEW YORK NY 10175 1 1 0 0 Chief Executive Officer Common Stock, $0.001 par value 2015-12-17 4 D 0 608467 D 0 D LTIP Units 2015-12-17 4 D 0 85250 0.00 D Common Stock 85250 0 D Represents 120,967 unvested restricted stock awards, 75,000 unvested restricted stock units and 412,500 shares of Gramercy Property Trust Inc. ("Gramercy") common stock. Pursuant to the merger agreement between Gramercy and Chambers Street Properties ("Chambers"), the unvested restricted stock award will be disposed of in exchange for an award of 385,860 restricted common shares of beneficial interest of Chambers, the unvested restricted stock units will be disposed of in exchange for an award of 239,235 Chambers restricted stock units, and the common stock will be disposed of in exchange for 1,315,792 common shares of beneficial interest of Chambers, in each case based upon an exchange ratio of 3.1898. Represents LTIP Units of GPT Property Trust LP ("GPT OP") earned pursuant to the Gramercy Property Trust Inc. 2012 Long-Term Outperformance Plan (the "Plan"). Prior to the effective time of the merger, Gramercy was the general partner of GPT OP. Following the merger, Chambers is the general partner entity of GPT OP. Conditioned upon minimum allocation to the capital account of the LTIP Units for federal income tax purposes, each LTIP Unit may be converted, 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 was redeemable, at the election of the holder, for cash equal to the fair market value of a share of Gramercy's common stock, or, where Gramercy elected, one share of Gramercy common stock. Following the Merger, the Common Units are exchangeable, at the election of the holder, for cash equal to 3.1898 multiplied by the fair market value of one common share of beneficial interest of Chambers or, where the general partner elects, 3.1898 common shares of beneficial interest of Chambers. The rights to convert LTIP Units into Common Units and redeem Common Units do not have expiration dates. The LTIP Units earned pursuant to the Plan vest 50% on June 30, 2016 and 50% on June 30, 2017, subject to continued employment. /s/ Gordon F. DuGan by Jon W. Clark, his attorney-in-fact 2015-12-21