0000903423-16-001300.txt : 20161007
0000903423-16-001300.hdr.sgml : 20161007
20161007165752
ACCESSION NUMBER: 0000903423-16-001300
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20161006
FILED AS OF DATE: 20161007
DATE AS OF CHANGE: 20161007
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: PARKWAY PROPERTIES INC
CENTRAL INDEX KEY: 0000729237
STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798]
IRS NUMBER: 742123597
STATE OF INCORPORATION: MD
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 390 N. ORANGE AVE STE 2400
CITY: ORLANDO
STATE: FL
ZIP: 32801
BUSINESS PHONE: 407-650-0593
MAIL ADDRESS:
STREET 1: 390 N. ORANGE AVE STE 2400
CITY: ORLANDO
STATE: FL
ZIP: 32801
FORMER COMPANY:
FORMER CONFORMED NAME: PARKWAY CO
DATE OF NAME CHANGE: 19951018
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: COULTER JAMES G
CENTRAL INDEX KEY: 0001099776
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-11533
FILM NUMBER: 161928497
MAIL ADDRESS:
STREET 1: 301 COMMERCE STREET
STREET 2: SUITE 3300
CITY: FORT WORTH
STATE: TX
ZIP: 76102
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BONDERMAN DAVID
CENTRAL INDEX KEY: 0000860866
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-11533
FILM NUMBER: 161928498
MAIL ADDRESS:
STREET 1: 301 COMMERCE STREET
STREET 2: SUITE 3300
CITY: FORT WORTH
STATE: TX
ZIP: 76102
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: TPG Advisors VI, Inc.
CENTRAL INDEX KEY: 0001433038
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-11533
FILM NUMBER: 161928499
BUSINESS ADDRESS:
STREET 1: 301 COMMERCE STREET
STREET 2: SUITE 3300
CITY: FORT WORTH
STATE: TX
ZIP: 76102
BUSINESS PHONE: 817-871-4000
MAIL ADDRESS:
STREET 1: 301 COMMERCE STREET
STREET 2: SUITE 3300
CITY: FORT WORTH
STATE: TX
ZIP: 76102
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: TPG Group Holdings (SBS) Advisors, Inc.
CENTRAL INDEX KEY: 0001495741
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-11533
FILM NUMBER: 161928500
BUSINESS ADDRESS:
STREET 1: C/O TPG GLOBAL, LLC
STREET 2: 301 COMMERCE STREET, SUITE 3300
CITY: FORT WORTH
STATE: TX
ZIP: 76102
BUSINESS PHONE: 817-871-4000
MAIL ADDRESS:
STREET 1: C/O TPG GLOBAL, LLC
STREET 2: 301 COMMERCE STREET, SUITE 3300
CITY: FORT WORTH
STATE: TX
ZIP: 76102
4
1
parkway.xml
OWNERSHIP DOCUMENT
X0306
4
2016-10-06
0
0000729237
PARKWAY PROPERTIES INC
PKY
0001495741
TPG Group Holdings (SBS) Advisors, Inc.
C/O TPG GLOBAL, LLC
301 COMMERCE STREET, SUITE 3300
FORT WORTH
TX
76102
0
0
0
1
Former 10% Owner
0001433038
TPG Advisors VI, Inc.
C/O TPG GLOBAL, LLC
301 COMMERCE STREET, SUITE 3300
FORT WORTH
TX
76102
0
0
0
1
Former 10% Owner
0000860866
BONDERMAN DAVID
C/O TPG GLOBAL, LLC
301 COMMERCE STREET, SUITE 3300
FORT WORTH
TX
76102
0
0
0
1
Former 10% Owner
0001099776
COULTER JAMES G
C/O TPG GLOBAL, LLC
301 COMMERCE STREET, SUITE 3300
FORT WORTH
TX
76102
0
0
0
1
Former 10% Owner
Common Stock
2016-10-06
4
J
0
23663397
D
0
I
See Explanation of Responses
The securities reported herein were disposed of pursuant to the Agreement and Plan of Merger, dated as of April 28, 2016 (the "Merger Agreement"), by and among Parkway Properties, Inc. (the "Issuer"), Parkway Properties, LP, Cousins Properties Incorporated ("Cousins") and Clinic Sub Inc. (the "Merger Sub"), whereby the Issuer merged with and into the Merger Sub with the Merger Sub surviving the merger (the "Merger"). At the effective time of the Merger, each share of Common Stock of the Issuer (the "Issuer Shares") issued and outstanding was converted into the right to receive 1.63 newly issued shares of Common Stock of Cousins, par value $1 per share.
David Bonderman and James G. Coulter are sole shareholders of each of (i) TPG Advisors VI, Inc. ("TPG Advisors VI") , which is the general partner of TPG VI Pantera Holdings, L.P. ("TPG Pantera"), and (ii) TPG Group Holdings (SBS) Advisors, Inc. ("Group Advisors" and, together with TPG Advisors VI and Messrs. Bonderman and Coulter, the "Reporting Persons") , which is the general partner of TPG Group Holdings (SBS), L.P., which is the sole member of TPG Holdings II-A, LLC, which is the general partner of TPG Holdings II, L.P., which is the general partner of TPG Holdings II Sub, L.P., which is the sole member of TPG Capital Advisors, LLC, which is the sole member of TPG VI Management, LLC ("TPG Management" and, together with TPG Pantera, the "TPG Funds"). The TPG Funds held the Issuer Shares reported herein.
Because of the relationship between the Reporting Persons and the TPG Funds, the Reporting Persons may have been deemed to have beneficially owned the Issuer Shares to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the TPG Funds. Each Reporting Person and each of the TPG Funds disclaims beneficial ownership of the Issuer Shares held by the TPG Funds, except to the extent of such Reporting Person's of such TPG Fund's pecuniary interest therein, if any.
Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any shares of the Common Stock in excess of their respective pecuniary interests.
(5) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. (6) Clive Bode is signing on behalf of both Messrs. Bonderman and Coulter pursuant to authorization and designation letters dated June 19, 2015, which were previously filed with the Securities and Exchange Commission.
/s/ Michael LaGatta, Vice President, TPG Group Holdings (SBS) Advisors, Inc. (5)
2016-10-07
/s/ Michael LaGatta, Vice President, TPG Advisors VI, Inc. (5)
2016-10-07
/s/ Clive Bode on behalf of David Bonderman (5)(6)
2016-10-07
/s/ Clive Bode on behalf of James G. Coulter (5)(6)
2016-10-07