0001123292-17-001529.txt : 20171013 0001123292-17-001529.hdr.sgml : 20171013 20171013160344 ACCESSION NUMBER: 0001123292-17-001529 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20171011 FILED AS OF DATE: 20171013 DATE AS OF CHANGE: 20171013 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Heistand James R CENTRAL INDEX KEY: 0001520993 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37819 FILM NUMBER: 171136672 MAIL ADDRESS: STREET 1: 5127 FAIRWAY OAKS DRIVE CITY: WINDERMERE STATE: FL ZIP: 34786 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Parkway, Inc. CENTRAL INDEX KEY: 0001677761 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: SAN FELIPE PLAZA STREET 2: 5847 SAN FELIPE STREET, SUITE 2200 CITY: HOUSTON STATE: TX ZIP: 77057 BUSINESS PHONE: 407-650-0593 MAIL ADDRESS: STREET 1: SAN FELIPE PLAZA STREET 2: 5847 SAN FELIPE STREET, SUITE 2200 CITY: HOUSTON STATE: TX ZIP: 77057 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2017-10-11 1 0001677761 Parkway, Inc. PKY 0001520993 Heistand James R 800 N MAGNOLIA AVENUE, SUITE 1625 ORLANDO FL 32803 1 1 0 0 President and CEO Common Stock 2017-10-11 4 A 0 42558 0 A 525179 D Common Stock 2017-10-11 4 D 0 172301 D 352878 D Common Stock 2017-10-12 4 D 0 352878 D 0 D Common Stock 2017-10-12 4 D 0 6095 D 0 I ACP Laurich Partnership, Ltd. Common Stock 2017-10-12 4 D 0 9168 D 0 I ACP-JRL Partnership, Ltd., a family limited partnership Employee Stock Option (Right to Buy) 22.00 2017-10-11 4 D 0 557526 D 2023-03-02 Common Stock 557526 0 D OP Units 2017-10-17 4 D 0 13937 D Common Stock 13937 0 D Represents performance-based RSUs that were previously issued at the "target" performance level, and which vested on October 11, 2017 at the "stretch" performance level pursuant to the Agreement and Plan of Merger, dated as of June 29 2017, (the "Merger Agreement") by and among Parkway, Inc. (the "Company"), a Maryland corporation, Parkway Properties LP, a Delaware limited partnership (the "Partnership"), Real Estate Houston US Trust ("Parent"), a Delaware statutory trust and wholly-owned subsidiary of Canada Pension Plan Investment Board, a Canadian Crown corporation ("CPPIB"), Real Estate Houston US LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent, and Real Estate Houston US LP, a Delaware limited partnership and an indirect wholly-owned subsidiary of Parent ("Merger Partnership"). Represents 55,716 time-based RSUs and 116,585 performance-based RSUs, which fully vested and were disposed of pursuant to the Merger Agreement in exchange for $23.05 in cash per share, without interest, less any applicable tax withholding. Disposed of pursuant to Merger Agreement in exchange for $19.05 in cash per share, without interest, less any applicable tax withholding. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. Options were fully vested Disposed of pursuant to the Merger Agreement in exchange for $1.05 in cash per share underlying the stock options, representing the spread between the exercise price and the per share transaction consideration of $23.05, less applicable withholding taxes. Disposed of pursuant to the Merger Agreement in exchange for the right to receive a new partnership preferred unit of the surviving partnership following the merger of Merger Partnership with and into the Partnership, with the Partnership as the surviving entity. OP Units were derivative securities of the Company, which were redeemable for cash or, at the Company's election, shares of the Company's common stock on a one-for-one basis beginning 12 months following the date of the initial issuance of the OP unit, or at such other time as were set forth in the agreement pursuant to which the applicable OP units were issued. /s/ A. Noni Holmes-Kidd, on behalf of James R. Heistand, as Attorney-in-Fact 2017-10-13