0001144204-15-072080.txt : 20151221
0001144204-15-072080.hdr.sgml : 20151221
20151221215335
ACCESSION NUMBER: 0001144204-15-072080
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
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: 47 HULFISH ST.
STREET 2: SUITE 210
CITY: PRINCETON
STATE: NJ
ZIP: 08542
BUSINESS PHONE: 609-683-4900
MAIL ADDRESS:
STREET 1: 47 HULFISH ST.
STREET 2: SUITE 210
CITY: PRINCETON
STATE: NJ
ZIP: 08542
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
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: 151300678
MAIL ADDRESS:
STREET 1: 50 ROCKEFELLER PLZ
STREET 2: 2ND FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10020
4
1
v427566_4.xml
OWNERSHIP DOCUMENT
X0306
4
2015-12-17
0
0001297587
Gramercy Property Trust
GPT
0001054811
DUGAN GORDON F
C/O GRAMERCY PROPERTY TRUST
521 5TH AVENUE, 30TH FLOOR
NEW YORK
NY
10175
1
1
0
0
Chief Executive Officer
Common Shares
2015-12-17
4
A
0
385860
A
385860
D
Common Shares
2015-12-17
4
A
0
239235
A
625095
D
Common Shares
2015-12-17
4
A
0
1315792
A
1940887
D
LTIP Units
2015-12-17
4
A
0
85250
0.00
A
Common Shares
271930
85250
D
Represents restricted shares received in connection with the merger (the "merger") of Gramercy Property Trust Inc. ("Old Gramercy") with and into a subsidiary of Gramercy Property Trust (formerly known as Chambers Street Properties), in exchange for 120,967 unvested restricted stock awards of Old Gramercy.
Represents restricted share units received in the merger in exchange for 75,000 unvested restricted stock units of Old Gramercy. The restricted share units vest annually in two equal installments, beginning on June 30, 2016, subject to continued employment and satisfaction of performance-based vesting conditions relating to the stock price of the Issuer or other performance-based vesting conditions; provided that, in the event that the performance-based vesting conditions are not met on a vesting date, the restricted stock units scheduled to vest on that vesting date may vest on a subsequent vesting date if employment continues and either of the performance-based vesting conditions have been met on a cumulative basis through such subsequent vesting date.
Received in the merger in exchange for 412,500 shares of Old Gramercy common stock.
On the effective date of the merger, the closing price of Gramercy Property Trust's common shares was $7.74 per share. Based on the exchange ratio of 3.1898, this represents approximately $24.69 for each share of Old Gramercy common stock.
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, Old Gramercy was the general partner of GPT OP. Following the merger, Gramercy Property Trust 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 Old Gramercy's common stock, or, where Old Gramercy elected, one share of Old Gramercy common stock. (continue with footnote (7))
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 Gramercy Property Trust or, where the general partner elects, 3.1898 common shares of beneficial interest of Gramercy Property Trust. 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