0000899243-18-023059.txt : 20180822 0000899243-18-023059.hdr.sgml : 20180822 20180822173129 ACCESSION NUMBER: 0000899243-18-023059 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180822 FILED AS OF DATE: 20180822 DATE AS OF CHANGE: 20180822 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HAWKINS PHILIP L CENTRAL INDEX KEY: 0001234375 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33201 FILM NUMBER: 181033190 MAIL ADDRESS: STREET 1: 518 17TH STREET STREET 2: SUITE 1700 CITY: DENVER STATE: CO ZIP: 80202 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: DCT Industrial Trust Inc. CENTRAL INDEX KEY: 0001170991 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 820538520 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 555 17TH STREET, SUITE 3700 STREET 2: ATTN: MARK SKOMAL OR MARILYN CARTWRIGHT CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3035972400 MAIL ADDRESS: STREET 1: 555 17TH STREET, SUITE 3700 STREET 2: ATTN: MARK SKOMAL OR MARILYN CARTWRIGHT CITY: DENVER STATE: CO ZIP: 80202 FORMER COMPANY: FORMER CONFORMED NAME: DIVIDEND CAPITAL TRUST INC DATE OF NAME CHANGE: 20020411 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2018-08-22 1 0001170991 DCT Industrial Trust Inc. DCT 0001234375 HAWKINS PHILIP L DCT INDUSTRIAL TRUST INC. 555 17TH STREET, SUITE 3700 DENVER CO 80202 1 1 0 0 President and CEO Common Stock 2018-08-22 4 D 0 73050 D 0 D LTIP Units 2018-08-22 4 D 0 534695.25 D Common Stock 534695.25 0 D Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of April 29, 2018, by and among Prologis, Inc., Prologis, L.P., DCT Industrial Trust Inc. ("DCT") and DCT Industrial Operating Partnership LP ("DCTOP"), on August 22, 2018, (i) DCT merged with and into Prologis, Inc., with Prologis, Inc. surviving the merger (the "Company Merger") and (ii) DCTOP merged with and into Prologis, L.P., with Prologis, L.P. surviving the merger (the "Partnership Merger"). (Continued from Footnote 1) Pursuant to the Merger Agreement, each outstanding share of common stock, par value $0.01 per share, of DCT ("DCT Common Stock") held by the reporting person was automatically converted into the right to receive 1.02 shares of common stock, par value $0.01 per share, of Prologis, Inc. ("Prologis Common Stock"), subject to any withholding required under applicable tax law, plus cash in lieu of any fractional shares of Prologis Common Stock. On August 21, 2018, the closing price of DCT Common Stock was $66.28 per share and the closing price of Prologis Common Stock was $65.75 per share. Represents units of limited partnership interest in DCTOP ("LTIP Units"), of which DCT is the sole general partner, issued as long term incentive compensation pursuant to DCT's equity based compensatory programs. Conditioned upon minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, each LTIP Unit may be converted, at the election of the holder, into a common unit of limited partnership interest in DCTOP (an "OP Unit"). Each OP Unit acquired upon conversion of an LTIP Unit may be presented for redemption at the election of the holder, for cash equal to the fair market value of a share of DCT Common Stock, except that DCT may, at its election, acquire each OP Unit so presented for one share of DCT Common Stock. Pursuant to the Merger Agreement, immediately prior to the effective time of the Partnership Merger, each issued and outstanding unvested LTIP Unit of the reporting person automatically became fully vested in accordance with the terms of DCT's equity based compensatory programs and award agreement or other agreement or document evidencing such LTIP Units. The LTIP Units did not have an expiration date. Pursuant to the terms of the Merger Agreement, immediately prior to the effective time of the Partnership Merger, each issued and outstanding vested LTIP Unit of the reporting person was converted into an OP Unit pursuant to the limited partnership agreement of DCTOP. At the effective time of the Partnership Merger, each outstanding OP Unit was automatically converted into the right to receive 1.02 common units of limited partnership interest in Prologis, L.P. /s/ John G. Spiegleman, Attorney-in-Fact 2018-08-22