SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Lukes David R

(Last) (First) (Middle)
320 PARK AVENUE

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Curbline Properties Corp. [ CURB ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President & CEO
3. Date of Earliest Transaction (Month/Day/Year)
10/15/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 10/15/2024 A 527,381 A (1)(2) 1,137,187(1)(2)(3) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
LTIP Units (4) (5) (4) Common Stock 116,532 116,532 D
Explanation of Responses:
1. On October 1, 2024, SITE Centers Corp. ("SITE Centers") completed the spin-off of the Issuer (the "Spin-Off"). In connection with the Spin-Off, the reporting person's performance-based SITE Centers restricted share units and time-based restricted share units were equitably adjusted into a corresponding number of Issuer restricted stock units with substantially the same terms, vesting conditions and other restrictions as applied to the original awards.
2. Equitable adjustment of the SITE Centers awards is described in the Employee Matters Agreement, dated as of October 1, 2024, by and among SITE Centers, the Issuer and Curbline Properties LP, which is filed by the Issuer with the Securities and Exchange Commission.
3. Includes 609,806 shares of common stock of the Issuer acquired in a pro rata distribution of Issuer common stock from SITE Centers in the Spin-Off. Such amount of shares is estimated as of October 15, 2024 based on preliminary information regarding the Spin-Off. Final amounts, if different, will be reported in a subsequent filing.
4. Reflects a class of limited partnership units in Curbline Properties LP ("LTIP Units"). Conditioned upon minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes and vesting, each LTIP Unit may be converted into a common unit in Curbline Properties LP (a "Common Unit"). Each Common Unit acquired upon conversion of an LTIP Unit may be redeemed for one share of Issuer common stock or cash, at the election of the Issuer. The right to convert LTIP Units into Common Units and to convert Common Units into Issuer common stock do not have expiration dates.
5. Represents LTIP Units that generally vest over four years (referred to as a Salary Equity Award), reflecting the equivalent of an annual salary of $750,000 per year over three years, plus a 20% premium due to the form of payment being made in LTIP Units rather than cash.
/s/ Tammy Battler, Attorney-In-Fact 10/17/2024
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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