0001144204-15-072082.txt : 20151221 0001144204-15-072082.hdr.sgml : 20151221 20151221215550 ACCESSION NUMBER: 0001144204-15-072082 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: MATEY EDWARD J JR CENTRAL INDEX KEY: 0001248578 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35933 FILM NUMBER: 151300681 4 1 v427570_4.xml OWNERSHIP DOCUMENT X0306 4 2015-12-17 0 0001297587 Gramercy Property Trust GPT 0001248578 MATEY EDWARD J JR C/O GRAMERCY PROPERTY TRUST 521 5TH AVENUE, 30TH FLOOR NEW YORK NY 10175 0 1 0 0 See Remarks Common Shares 2015-12-17 4 A 0 14401 A 14401 D Common Shares 2015-12-17 4 A 0 23923 A 38324 D Common Shares 2015-12-17 4 A 0 95694 A 134018 D LTIP Units 2015-12-17 4 A 0 8525 0.00 A Common Shares 27193 8525 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 4,515 unvested restricted stock awards of Old Gramercy. Represents restricted share units received in the merger in exchange for 7,500 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 30,000 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. EVP, Secretary + General Counsel /s/ Edward J. Matey Jr. 2015-12-21