| 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). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Physicians Realty Trust [ DOC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/01/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 shares, $0.01 par value | 03/01/2024 | M | 55,089 | A | (1) | 199,497 | D | |||
| Common shares, $0.01 par value | 03/01/2024 | M | 66,309 | A | (2) | 265,806 | D | |||
| Common shares, $0.01 par value | 03/01/2024 | F | 62,285 | D | $11.23 | 203,521 | D | |||
| Common shares, $0.01 par value | 03/01/2024 | D | 203,521 | D | (3) | 0 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| 2022 Performance Based Restricted Share Unit Grant | (4) | 03/01/2024 | M | 18,363 | (4) | (4) | Common shares, $0.01 par value | 18,363 | $0 | 0 | D | ||||
| 2023 Performance Based Restricted Share Unit Grant | (5) | 03/01/2024 | M | 22,103 | (5) | (5) | Common shares, $0.01 par value | 22,103 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. Represents vesting of the 2022 Performance Based Restricted Share Units granted on March 1, 2022 under the Issuer's Equity Incentive Plan (the "Plan"). The grant vested on March 1, 2024 pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement") dated October 29, 2023 among the Issuer, Physicians Realty L.P., Healthpeak Properties, Inc. ("Healthpeak"), DOC DR Holdco, LLC and DOC DR LLC. The Company merged with and into DOC DR Holdco, LLC on March 1, 2024. Pursuant to the terms of the Merger Agreement, the Reporting Person received 55,089 common shares upon vesting, 300% of the target shares. |
| 2. Represents vesting of the 2023 Performance Based Restricted Share Units granted on March 1, 2023 under the the Plan. Pursuant to the terms of the Merger Agreement, the Reporting Person received 66,309 common shares upon vesting, 300% of the target shares. |
| 3. Represents securities disposed of pursuant to the terms of the the Merger Agreement and each issued and outstanding common shares of the Issuer, held by the reporting person was automatically converted into the right to receive 0.674 of a share of Healthpeak common stock, subject to any adjustment, without interest. |
| 4. On March 1, 2022, the Reporting Person was granted 18,363 performance share units under the Issuer's Plan, which represent the "target" number of shares underlying the performance share units. Pursuant to the terms of the merger, the Reporting Person received 55,089 common shares upon vesting. |
| 5. On March 1, 2023, the Reporting Person was granted 22,103 performance share units under the Issuer's Plan, which represent the "target" number of shares underlying the performance share units. Pursuant to the terms of the merger, the Reporting Person received 66,309 common shares upon vesting. |
| Remarks: |
| /s/ Christopher M. Bartoli, as attorney-in-fact | 03/01/2024 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||