0001104659-20-009380.txt : 20200131 0001104659-20-009380.hdr.sgml : 20200131 20200131173012 ACCESSION NUMBER: 0001104659-20-009380 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200129 FILED AS OF DATE: 20200131 DATE AS OF CHANGE: 20200131 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Barag Jerry CENTRAL INDEX KEY: 0001590095 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36239 FILM NUMBER: 20566194 MAIL ADDRESS: STREET 1: 427 LANGLEY OAK DRIVE CITY: MARIETTA STATE: GA ZIP: 30067 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CatchMark Timber Trust, Inc. CENTRAL INDEX KEY: 0001341141 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 203536671 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 5 CONCOURSE PARKWAY STREET 2: SUITE 2650 CITY: ATLANTA STATE: GA ZIP: 30328 BUSINESS PHONE: 855-858-9794 MAIL ADDRESS: STREET 1: 5 CONCOURSE PARKWAY STREET 2: SUITE 2650 CITY: ATLANTA STATE: GA ZIP: 30328 FORMER COMPANY: FORMER CONFORMED NAME: Wells Timberland REIT, Inc. DATE OF NAME CHANGE: 20061120 FORMER COMPANY: FORMER CONFORMED NAME: Wells Timber Real Estate Investment Trust, Inc. DATE OF NAME CHANGE: 20051011 4 1 tm206398d1_form4.xml FORM 4 X0306 4 2020-01-29 1 0001341141 CatchMark Timber Trust, Inc. CTT 0001590095 Barag Jerry CATCHMARK TIMBER TRUST, INC. 5 CONCOURSE PARKWAY, SUITE 2650 ATLANTA GA 30328 1 1 0 0 Chief Executive Officer LTIP units 2020-01-29 4 A 0 25218 0 A Common Stock 25218 D LTIP units 2020-01-29 4 A 0 6419 0 A Common Stock 6419 D LTIP units 2020-01-29 4 A 0 26361 0 A Common Stock 26361 D Reflects limited partnership units ("LTIP units") in the issuer's operating partnership, CatchMark Timber Operating Partnership, L.P., of which the issuer is the general partner and owns 99.99% of the common units, originally granted on November 29, 2018 that were subject to performance-based vesting criteria over a 3-year performance period from January 1, 2017 to December 31, 2019 (the "2017 LTIP Units"). The 2017 LTIP Units were earned upon the achievement of pre-established performance goals related to (i) relative TSR as compared to 2 pre-established peer groups comprised of companies within the timber industry and the lumber, paper and packaging industry (50%); (ii) relative TSR as compared to the Russell 3000 Index (30%); and (iii) relative TSR compared to the NCREIF Timberland Index) (20%). Reflects LTIP units originally granted on November 29, 2018 that were subject to performance-based vesting criteria over a 3-year performance period from January 1, 2018 to December 31, 2020 (the "2018 LTIP Units").The 2018 LTIP Units could be earned upon achievement of pre-established performance goals related to (i) relative TSR as compared to 2 pre-established peer groups comprised of companies within the timber industry and the lumber, paper and packaging industry (50%); (ii) relative TSR as compared to the Russell 3000 Index (30%); and (iii) relative TSR compared to the NCREIF Timberland Index) (20%). Reflects LTIP units originally granted on July 12, 2019 that were subject to performance-based vesting criteria over a 3-year performance period from January 1, 2019 to December 31, 2021 (the "2019 LTIP Units"). The 2019 LTIP Units could be earned upon achievement of pre-established performance goals related to (i) relative TSR as compared to 2 pre-established peer groups comprised of companies within the timber industry and the lumber, paper and packaging industry (70%); and (ii) relative TSR as compared to the Russell 3000 Index (30%). Pursuant to the terms of the reporting person's separation agreement with the issuer, dated as of January 20, 2020 (the "Separation Agreement"), the reporting person's 2018 LTIP Units and 2019 LTIP Units were treated as if the performance period concluded on January 21, 2020 with the reporting person earning a pro rata portion of the awards earned based on the actual achievement of the applicable performance metrics through January 21, 2020 multiplied by a fraction, the numerator of which was the number of full months elapsed in the applicable performance period prior to January 21, 2020, and the denominator of which was 36. Pursuant to the terms of the Separation Agreement, the 2017 LTIP Units, 2019 LTIP Units and 2019 LTIP Units earned were immediately vested. The issuer's Compensation Committee certified the level of achievement of the performance goals on January 29, 2020. LTIP units are a class of units structured to qualify as "profits interests" for federal income tax purposes that, subject to certain conditions, including vesting, are convertible by the reporting person into CatchMark Timber Operating Partnership, L.P. common units. For further information about the LTIP units, refer to Note 8-Noncontrolling Interest accompanying the audited financial statements and footnotes included in the issuer's Annual Report on Form 10-K for the year ended December 31, 2018. /s/ Ying Xiao, under Power of Attorney 2020-01-31