0001209191-23-005089.txt : 20230126 0001209191-23-005089.hdr.sgml : 20230126 20230126171925 ACCESSION NUMBER: 0001209191-23-005089 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230124 FILED AS OF DATE: 20230126 DATE AS OF CHANGE: 20230126 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Farrar James Thomas CENTRAL INDEX KEY: 0001605307 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36409 FILM NUMBER: 23558675 MAIL ADDRESS: STREET 1: 1075 WEST GEORGIA STREET, SUITE 2600 CITY: VANCOUVER STATE: A1 ZIP: V6E 3C9 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: City Office REIT, Inc. CENTRAL INDEX KEY: 0001593222 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 981141883 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: SUITE 3210 - 666 BURRARD STREET CITY: VANCOUVER STATE: A1 ZIP: V6C 2X8 BUSINESS PHONE: 1-604-806-3353 MAIL ADDRESS: STREET 1: SUITE 3210 - 666 BURRARD STREET CITY: VANCOUVER STATE: A1 ZIP: V6C 2X8 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2023-01-24 0 0001593222 City Office REIT, Inc. CIO 0001605307 Farrar James Thomas 666 BURRARD STREET, SUITE 3210 VANCOUVER A1 V6C 2X8 BRITISH COLUMBIA, CANADA 1 1 0 0 Chief Executive Officer Common Stock 2023-01-25 4 M 0 72089 A 542507 D Common Stock 2023-01-25 4 F 0 36044 D 506463 D Common Stock 31931 I Through family members Restricted Stock Units 2023-01-24 4 A 0 2882 A Common Stock 2882 133011 D Restricted Stock Units 2023-01-24 4 A 0 49974 A Common Stock 49974 182985 D Performance Restricted Stock Units 2023-01-24 4 A 0 74961 A Common Stock 74961 202461 D Performance Restricted Stock Units 2023-01-25 4 M 0 72089 D Common Stock 72089 162461 D As previously reported, on January 27, 2020, the reporting person was granted 40,000 PSUs (the "Target PSUs"), and, depending on the level of achievement of certain performance goals during the three-year performance period ending December 31, 2022 (the "Measurement Period"), the actual number of PSUs earned could range from 50% to 150% of the Target PSUs. On January 25, 2023, 72,089 PSUs vested based on the achievement of certain performance goals during the Measurement Period. On January 25, 2023, the Compensation Committee of the Board of Directors of the Issuer certified the Reporting Person's achievement relative to the applicable performance objectives during the Measurement Period and approved the vesting of the PSUs with respect to these shares. Dividend equivalent units accrued with respect to these PSUs when and as dividends were paid on the Issuer's Common Stock. The number of derivative securities in column 5 includes 8,059 vested dividend equivalent units. In accordance with the Company's Equity Incentive Plan (the "Equity Incentive Plan"),Performance Restricted Stock Units (as defined in the Equity Incentive Plan) convert into common stock on a one-for-one basis. The Reporting Person disclaims beneficial ownership of these securities as this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities for the purposes of Section 16 or any other purpose. In accordance with the Company's Equity Incentive Plan (the "Equity Incentive Plan"), Restricted Stock Units (as defined in the Equity Incentive Plan) convert into common stock on a one-for-one basis. The units represent Restricted Stock Units issuable to the reporting person as a dividend equivalency payment with respect to Restricted Stock Units previously issued to the reporting person which vest in three substantially equal installments on each of the first three annual anniversaries of the initial grant date, generally subject to the reporting person's continued service through each applicable vesting date. The Restricted Stock Units reported herein shall vest on the same date and under the same terms as the underlying Restricted Stock Units with respect of which these dividend equivalency units vest. Vested shares will be delivered to the reporting person promptly upon vesting of the related restricted stock units. In accordance with the Equity Incentive Plan, the Restricted Stock Units (and related dividend equivalent rights) shall vest in three substantially equal installments on each of the first three annual anniversaries of their initial grant date, generally subject to the grantee's continued employment through each applicable vesting date. On January 24, 2023, the reporting person was granted 74,961 Performance Restricted Stock Units. Pursuant to the terms of the award agreement governing the Performance Restricted Stock Units, the number of underlying shares of the Company's common stock that the reporting person may ultimately become entitled to receive at the time of vesting will range from 50% to 150% of the number of Performance Restricted Stock Units initially granted, subject to certain relative total stockholder return conditions being met during the measurement period that begins on January 1, 2023 and ends on December 31, 2025. Dividend equivalent rights were granted in the applicable award agreement and accrue with respect to these Performance Restricted Stock Units when and as dividends are paid on the Company's common stock. Each Performance Restricted Stock Unit ("PSU") represents a contingent right to receive shares of the Issuer's Common Stock. /s/ James Farrar 2023-01-26