EQUITY

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

Equity Offerings

On May 31, 2019, we entered into nine equity distribution agreements for an at-the-market equity distribution program (the “2019 equity distribution agreements”) providing for the issuance and sale of up to an aggregate of $100 million of the Company’s common shares pursuant to our Registration Statement on Form S-3 (File No. 333-225007). Actual sales will depend on a variety of factors 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 were 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 2019 equity distribution agreements or terminate the 2019 equity distribution agreements. For the year ended December 31, 2019, we sold 1,612,389 common shares under the 2019 equity distribution agreements, with net proceeds to us of approximately $21.2 million. In connection with such sales, we paid compensation of approximately $324,000 to the sales agents.

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 2017 Offering”). Total net proceeds from the April 2017 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 2017 Offering to repay a portion of the 2018 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 nine amended and restated equity distribution agreements (the “2015 equity distribution agreements”) for an at-the-market distribution program. Pursuant to the terms and conditions of the 2015 equity distribution agreements, we could issue and sell up to an aggregate of $50 million of our common shares pursuant to our Registration Statement on Form S-3 (File No. 333-203727), which expired on April 29, 2018. Actual sales depended on a variety of factors 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 were made in transactions that will be deemed to be “at-the-market” offerings as defined in Rule 415 under the Securities Act. We had no obligation to sell any of our common shares, and could at any time suspend offers under the 2015 equity distribution agreements or terminate the 2015 equity distribution agreements. For the year ended December 31, 2019 and 2018, we did not sell any common shares under the 2015 equity distribution agreements. For the year ended December 31, 2017, we sold 1,324,038 common shares under the 2015 equity distribution agreements, with net proceeds to us of approximately $18.6 million. In connection with such sales, we paid compensation of approximately $0.3 million to the sales agents.

Operating Partnership Units

Substantially all of our business is conducted through the Operating Partnership. We are the sole general partner of the Operating Partnership. As of December 31, 2019, we owned a 97.9% 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 Whitestone common shares. As of December 31, 2019 and 2018, there were 42,279,849 and 40,585,688 OP units outstanding, respectively. We owned 41,371,277 and 39,657,207 OP units as of December 31, 2019 and 2018, respectively. The balance of the OP units is owned by third parties, including certain trustees. Our weighted-average share ownership in the Operating Partnership was approximately 97.7%, 97.5% and 97.0% for the years ended December 31, 2019, 2018 and 2017, respectively. For the years ended December 31, 2019 and 2018, 19,909 and 155,100 OP units, respectively, were redeemed for an equal number of common shares.

Distributions

The following table reflects the total distributions we have paid (including the total amount paid and the amount paid per share) in each indicated quarter (in thousands, except per share data):



	Common Shares				Noncontrolling OP Unit Holders				Total
Quarter Paid	Distribution Per Common Share		Total Amount Paid		Distribution Per OP Unit		Total Amount Paid		Total Amount Paid
2019
Fourth Quarter	$	0.2850	$	11,580	$	0.2850	$	262	$	11,842
Third Quarter	0.2850		11,430		0.2850		264		11,694
Second Quarter	0.2850		11,316		0.2850		265		11,581
First Quarter	0.2850		11,301		0.2850		264		11,565
Total	$	1.1400	$	45,627	$	1.1400	$	1,055	$	46,682

2018
Fourth Quarter	$	0.2850	$	11,302	$	0.2850	$	265	$	11,567
Third Quarter	0.2850		11,294		0.2850		286		11,580
Second Quarter	0.2850		11,203		0.2850		295		11,498
First Quarter	0.2850		11,145		0.2850		309		11,454
Total	$	1.1400	$	44,944	$	1.1400	$	1,155	$	46,099