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