EQUITY

Common Shares

Under our declaration of trust, as amended, we have authority to issue up to 400,000,000 common shares of beneficial interest, $0.001 par value per share, and up to 50,000,000 preferred shares of beneficial interest, $0.001 par value per share.

Equity Offerings

On April 25, 2017, we completed the sale of 8,018,500 common shares, including 1,018,500 common shares purchased by the underwriters upon exercise of their option to purchase additional common shares, at a public offering price per share of $13.00 (the “April Offering”). Total net proceeds from the April Offering, after deducting offering expenses, were approximately $99.9 million, which we contributed to the Operating Partnership in exchange for OP units. The Operating Partnership used the net proceeds from the April Offering to repay a portion of the Facility and for general corporate purposes, including funding a portion of the purchase price of BLVD Place and Eldorado Plaza.

On June 4, 2015, we entered into six amended and restated equity distribution agreements for an at-the-market equity distribution program (the “2015 equity distribution agreements”). Pursuant to the terms and conditions of the 2015 equity distribution agreements, we can issue and sell up to an aggregate of $50 million of our common shares. Actual sales will depend on a variety of factors to be determined by us from time to time, including (among others) market conditions, the trading price of our common shares, capital needs and our determinations of the appropriate sources of funding for us, and will be made in transactions that will be deemed to be “at-the-market” offerings as defined in Rule 415 under the Securities Act. We have no obligation to sell any of our common shares, and can at any time suspend offers under the 2015 equity distribution agreements or terminate the 2015 equity distribution agreements. During the three months ended June 30, 2017, we sold 176,576 common shares under the 2015 equity distribution agreements, with net proceeds to us of approximately $2.4 million. In connection with such sales, we paid compensation of approximately $27,000 to the sales agents. During the six months ended June 30, 2017, we sold 567,302 common shares under the 2015 equity distribution agreements, with net proceeds to us of approximately $7.7 million. In connection with such sales, we paid compensation of approximately $139,000 to the sales agents. We did not sell any common shares under the 2015 equity distribution agreements during the three and six months ended June 30, 2016.

Operating Partnership Units

Substantially all of our business is conducted through our Operating Partnership. We are the sole general partner of the Operating Partnership. As of June 30, 2017, we owned a 97.3% interest in the Operating Partnership.

Limited partners in the Operating Partnership holding OP units have the right to redeem their OP units for cash or, at our option, common shares at a ratio of one OP unit for one common share. Distributions to OP unit holders are paid at the same rate per unit as distributions per share to holders of Whitestone common shares. As of June 30, 2017 and December 31, 2016, there were 39,489,314 and 30,450,377 OP units outstanding, respectively. We owned 38,405,667 and 29,347,741 OP units as of June 30, 2017 and December 31, 2016, respectively. The balance of the OP units is owned by third parties, including certain members of our board of trustees. Our weighted average share ownership in the Operating Partnership was approximately 97.1% and 98.3% for the three months ended June 30, 2017 and 2016, respectively and approximately 96.8% and 98.2% for the six months ended June 30, 2017 and 2016. During the three months ended June 30, 2017 and 2016, 11,634 and 915 OP units, respectively, were redeemed for an equal number of common shares, and during the six months ended June 30, 2017 and 2016, 18,989 and 13,016 OP units, respectively, were redeemed for an equal number of common shares.

Distributions

The following table summarizes the cash distributions paid or payable to holders of common shares and to holders of noncontrolling OP units during each quarter during 2016 and the six months ended June 30, 2017 (in thousands, except per share/unit data):



	Common Shares				Noncontrolling OP Unit Holders				Total
Quarter Paid	Distributions Per Common Share		Amount Paid		Distributions Per OP Unit		Amount Paid		Amount Paid
2017
Second Quarter	$	0.2850	$	10,093	$	0.2850	$	310	$	10,403
First Quarter	0.2850		8,453		0.2850		313		8,766
Total	$	0.5700	$	18,546	$	0.5700	$	623	$	19,169

2016
Fourth Quarter	$	0.2850	$	8,305	$	0.2850	$	314	$	8,619
Third Quarter	0.2850		8,109		0.2850		138		8,247
Second Quarter	0.2850		7,786		0.2850		138		7,924
First Quarter	0.2850		7,711		0.2850		139		7,850
Total	$	1.1400	$	31,911	$	1.1400	$	729	$	32,640