0001123292-16-002839.txt : 20161011 0001123292-16-002839.hdr.sgml : 20161011 20161011175231 ACCESSION NUMBER: 0001123292-16-002839 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20161006 FILED AS OF DATE: 20161011 DATE AS OF CHANGE: 20161011 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: Francis Scott E CENTRAL INDEX KEY: 0001587522 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11533 FILM NUMBER: 161932027 MAIL ADDRESS: STREET 1: 390 N. ORANGE AVENUE STREET 2: SUITE 2400 CITY: ORLANDO STATE: FL ZIP: 32806 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2016-10-06 1 0000729237 PARKWAY PROPERTIES INC NONE 0001587522 Francis Scott E BANK OF AMERICA CENTER 390 NORTH ORANGE AVENUE, SUITE 2400 ORLANDO FL 32801 0 1 0 0 EVP & CHIEF ACCOUNTING OFFICER Common Stock 2016-10-06 4 A 0 15989 A 81674 D Common Stock 2016-10-06 4 F 0 3716 D 77958 D Common Stock 2016-10-06 4 D 0 77958 D 0 D LTIP Units 2016-10-06 4 C 0 26040 D Common OP Units 0 0 D OP Units 2016-10-06 4 C 0 26040 A Common Stock 26040 26040 D OP Units 2016-10-06 4 D 0 26040 D Common Stock 26040 0 D LTIP Units 2016-10-06 4 D 0 15989 D Common OP Units 15989 0 D On October 6, 2016, immediately prior to the effective time of the merger of the Company with and into a subsidiary of Cousins Properties Incorporated ("Cousins") and pursuant to the agreement and plan of merger, dated as of April 28, 2016, by and among the Company, Parkway Properties LP (the "Operating Partnership"), Cousins and Clinic Sub Inc., a wholly owned subsidiary of Cousins (the "Merger Agreement"), 15,989 LTIPs held by the reporting person were forfeited in exchange for restricted stock units of the Company. Excludes 6,000 previously reported performance-based restricted stock units granted on March 2, 2013, pursuant to the Company's 2013 Omnibus Equity Incentive Plan, which was amended, restated and superseded by the Company's 2015 Omnibus Equity Incentive Plan, as amended, with the vesting based upon the satisfaction of certain performance goals established by the Compensation Committee with respect to the three-year period ending March 1, 2016. [footnote continued] [footnote continued] The performance criteria were not met and these restricted stock units were not earned. This transaction is exempt from Section 16(b) pursuant to Rule 16b-6(d) and further from the reporting requirements of Section 16(a) pursuant to Rule 16a-4(d), both rules promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended. On October 6, 2016, 13,586 restricted share units vested and the reporting person instructed the company to withhold 3,716 shares to cover tax withholding obligations as permitted under the Parkway Properties, Inc. and Parkway Properties LP 2015 Omnibus Equity Incentive Plan. Disposed of pursuant to the Merger Agreement in exchange for shares of Cousins common stock and restricted stock units of Cousins (the "Cousins RSUs"), and cash in lieu of fractional shares. Pursuant to the Employee Matters Agreement by and between the Company, Cousins, Parkway, Inc. and affiliated parties, on the business day following the merger, the Cousins RSUs held by the reporting person were converted into restricted stock units of Parkway, Inc. Represented performance-based LTIP units that provided for vesting based on the attainment of targets for total return to stockholders during the performance period running from February 18, 2016 to February 17, 2019 (the "2016 LTIPs"), subject to the executive's continued employment with the Company. Subject to the satisfaction of the vesting requirements and certain restrictions set forth in the limited partnership agreement of the Operating Partnership (the "Partnership Agreement"), each LTIP unit may be converted, at the election of the executive or the Company, into a unit of limited partnership interest in the Operating Partnership ("OP unit"). Each OP unit acquired upon conversion of an LTIP unit may be redeemed, at the election of the executive, for cash equal to the then fair market value of a share of Common Stock, except that the Company may, at its election, acquire each OP unit so presented for redemption for one share of Common Stock. [footnote continued] [footnote continued] Pursuant to the Merger Agreement and Partnership Agreement, OP units were acquired upon the conversion of the 2016 LTIPs. Pursuant to the Merger Agreement and Partnership Agreement, OP units were acquired upon the conversion of the 2016 LTIPs. The OP units will no longer be a derivative security of the Company following the effective time of the merger. Pursuant to an amendment to the Partnership Agreement, immediately following the effective time of the merger, the reporting person will hold 5,306 OP Units and will receive 42,499 operating partnership units of Cousins Properties LP. Forfeited in exchange for 15,989 restricted stock units of the Company immediately prior to the merger. Represented performance-based LTIP units that provided for vesting based on the attainment of targets for total return to stockholders during the performance period running from February 19, 2015 to February 18, 2018, subject to the executive's continued employment with the Company. /s/ Jeremy R. Dorsett, on behalf of Scott E. Francis as Attorney-in-Fact 2016-10-06