6. Equity

The following table summarizes the changes in our stockholders equity for the three months ended March 31, 2015 (dollars in thousands):


	Shares			Common Shares Par Value		Additional Paid-in Capital			Retained (Deficit)			Non- controlling Interest in Operating Partnership			Predecessor Capital / (Deficit)			Non- controlling Interests			Total Equity
Balance at December 31, 2014		1,000		$	—	$	1		$	—		$	—		$	13,336		$	283,847		$	297,184
Distributions					—		—			—			—			(9	)		(5,432	)		(5,441	)
Exchange of members’ capital and non controlling interests for OP units and shares		3,308,000			33		67,312			—			194,530			(12,738	)		(249,137	)		—
Public offering		13,800,000			138		191,445			—			—			—			—			191,583
Proceeds of private placement		7,033,712			70		105,435			—			—			(589	)		(29,278	)		75,638
Contribution of Western Devcon Properties for OP units					—		—			—			86,397			—			—			86,397
Stock based compensation					—		55			—			—			—			—			55
Grant of unvested restricted stock		26,667			—		—			—			—			—			—			—
Buyback of common stock		(1,000	)		—		(1	)		—			—			—			—			(1	)
Net loss					—		—			(2,885	)		(5,116	)		—			—			(8,001	)
Allocation of NCI in OP					—		26,539			—			(26,539	)		—			—			—

Balance at March 31, 2015		24,168,379		$	241	$	390,786		$	(2,885	)	$	249,272		$	—		$	—		$	637,414

On October 16, 2014, the Company issued 1,000 shares to its sole stockholder, Darrell Crate, for $1,000, which we repurchased upon the IPO.

On February 11, 2015, we completed an initial public offering of 13.8 million shares of our common stock at a price to the public of $15.00 per share, including 1.8 million shares sold in connection with the full exercise of the option to purchase additional shares granted to the underwriters, resulting in gross proceeds of $207.0 million. In connection with the IPO, we engaged in a series of formation transactions by which we acquired 15 properties previously owned by the Easterly Funds and the ownership interests in the management entities in exchange for 9,771,120 common units and 3,308,000 shares of common stock. Additionally, in connection with the IPO, Western Devcon contributed its interest in 14 properties to the Company in an exchange for 5,759,819 common units.

Concurrent with the IPO, the Company sold an aggregate of 7,033,712 shares of its common stock to the Easterly Funds in a private placement at a price per share of $15.00 without payment of any underwriting fees, discounts or commissions.

Prior to the completion of the IPO, our Board of Directors adopted, and our sole stockholder approved, our 2015 Equity Incentive Plan, under which we may grant future cash and equity incentive awards to our executive officers, non-employee directors and eligible employees in order to attract, motivate and retain the talent for which we compete. The 2015 Equity Incentive Plan permits us to make grants of options, stock appreciation rights, restricted stock units, restricted stock, dividend equivalent rights, cash-based awards, performance-based awards and other equity-based awards, including LTIP units, or any combination of the foregoing.

On February 10, 2015, we filed with the SEC a registration statement on Form S-8 covering the shares of our common stock issuable under the 2015 Equity Incentive Plan. The 2015 Equity Incentive Plan is administered by the compensation committee of the Board of Directors. The 2015 Equity Incentive Plan permits the granting of both options to purchase shares of our common stock intended to qualify as incentive stock options under Section 422 of the Code and options that do not so qualify. The option exercise price of each option will be determined by our compensation committee but may not be less than 100% of the fair market value of our common stock on the date of grant. The term of each option will be fixed by our compensation committee and may not exceed ten years from the grant date. Our compensation committee may also grant awards of restricted stock, restricted stock units, performance shares or cash-based awards under the 2015 Equity Incentive Plan that are intended to qualify as “performance based compensation” under Section 162(m) of the Code. Those awards would only vest or become payable upon the attainment of performance goals that are established by our compensation committee and related to established performance criteria. From and after the time that we become subject to Section 162(m) of the Code, the maximum award that is intended to qualify as “performance-based compensation” under Section 162(m) of the Code that may be made to any one employee during any one calendar year period is 2,273,959 shares of our common stock with respect to stock-based award and $5.0 million with respect to a cash based award.

The shares issued under the 2015 Equity Incentive Plan are authorized but unissued shares or shares that we reacquire. The shares of our common stock underlying any awards that are forfeited, cancelled, held back upon exercise or settlement of an award to satisfy the exercise price or tax withholding, reacquired by us prior to vesting, satisfied without any issuance of stock, expire or are otherwise terminated (other than by exercise) under the 2015 Equity Incentive Plan are added back to the shares available for issuance under the 2015 Equity Incentive Plan.

We have reserved 2,273,959 shares of our common stock for issuance of awards under the 2015 Equity Incentive Plan, including 26,667 shares of restricted common stock issued to our non-employee directors at the completion of the IPO, which will vest upon the anniversary of the date of grant or the next annual stockholder meeting, as applicable. For the three months ended March 31, 2015, we recognized $0.1 million in compensation related to the award.

No additional shares or options were issued under the 2015 Equity Incentive Plan as of March 31, 2015. All shares of our common stock issued to the Easterly Funds as a part of the IPO, the formation transactions and the concurrent private placement will be eligible for future sale following the expiration of the 180-day lock-up period, and of such shares held by holders of shares of our common stock and certain holders of common units in our operating partnership (other than the Company and its affiliates) will have registration rights pursuant to registration rights agreements that we have entered into with those investors. When the restrictions under the lock-up arrangements expire or are waived, the related shares of common stock or securities convertible into, exchangeable for, exercisable for, or repayable with common stock will be available for sale or resale, as the case may be.