SEC FORM 4

SEC Form 4

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^*

Thomas James A

(Last)

(First)

(Middle)

BANK OF AMERICA

390 NORTH ORANGE AVENUE, SUITE 2400

(Street)

ORLANDO

32801

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PARKWAY PROPERTIES INC [ NONE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/06/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/06/2016		D		7,052	D	⁽¹⁾	0	D
Common Stock	10/06/2016		D		238,357	D	⁽¹⁾	0	I	By Thomas Master Investments, LLC⁽³⁾
Common Stock	10/06/2016		D		3,895	D	⁽¹⁾	0	I	By Rosemary Pastron Trust⁽⁴⁾
Common Stock	10/06/2016		D		3,969	D	⁽¹⁾	0	I	By Otto Pastron Trust⁽⁴⁾
Common Stock	10/06/2016		D		474,953	D	⁽¹⁾	0	I	By The Lumbee Clan Trust⁽⁵⁾
Common Stock	10/06/2016		D		42	D	⁽¹⁾	0	I	By Sarah Bane Trust⁽⁴⁾
Common Stock	10/06/2016		D		84	D	⁽¹⁾	0	I	By Samantha Bane Trust⁽⁴⁾
Common Stock	10/06/2016		D		999,218	D	⁽¹⁾	0	I	By Thomas Investment Partners, Ltd.⁽⁶⁾
Common Stock	10/06/2016		D		210	D	⁽¹⁾	0	I	By Otto Pastron Trust CUTMA⁽⁴⁾
Common Stock	10/06/2016		D		76	D	⁽¹⁾	0	I	By 1994 Trust(⁽⁴⁾
Common Stock	10/06/2016		D		254,691	D	⁽¹⁾	0	I	By Thomas-Pastron Family Partnership, L.P.⁽⁶⁾
Limited Voting Stock	10/06/2016		D		2,235	D	⁽²⁾	0	I	By Thomas Master Investments, LLC⁽³⁾
Limited Voting Stock	10/06/2016		D		1,343,263	D	⁽²⁾	0	I	By Maguire Thomas Partners - Philadelphia, Ltd.⁽⁶⁾
Limited Voting Stock	10/06/2016		D		1,224,859	D	⁽²⁾	0	I	By Thomas Investment Partners, Ltd.⁽⁶⁾
Limited Voting Stock	10/06/2016		D		882,290	D	⁽²⁾	0	I	By Maguire Thomas Partners - Commerce Square II, Ltd.⁽⁶⁾
Limited Voting Stock	10/06/2016		D		708,147	D	⁽²⁾	0	I	By The Lumbee Clan Trust⁽⁵⁾
Limited Voting Stock	10/06/2016		D		52,310	D	⁽²⁾	0	I	By Thomas Partners, Inc.⁽⁷⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
OP Units	⁽⁸⁾	10/06/2016		D			1,343,263	⁽⁸⁾	⁽⁸⁾	Common Stock	1,343,263	⁽⁸⁾	0	I	By Maguire Thomas Partners - Philadelphia, Ltd.⁽⁶⁾
OP Units	⁽¹⁰⁾	10/06/2016		D			882,290	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	882,290	⁽¹⁰⁾	0	I	By Maguire Thomas Partners - Commerce Square II, Ltd.⁽⁶⁾
OP Units	⁽⁹⁾	10/06/2016		D			1,224,859	⁽⁹⁾	⁽⁹⁾	Common Stock	1,224,859	⁽⁹⁾	0	I	By Thomas Investment Partners, Ltd.⁽⁶⁾
OP Units	⁽¹¹⁾	10/06/2016		D			708,147	⁽¹¹⁾	⁽¹¹⁾	Common Stock	708,147	⁽¹¹⁾	0	I	By The Lumbee Clan Trust⁽⁵⁾
OP Units	⁽¹²⁾	10/06/2016		D			52,310	⁽¹²⁾	⁽¹²⁾	Common Stock	52,310	⁽¹²⁾	0	I	By Thomas Partners, Inc.⁽⁷⁾
OP Units	⁽¹³⁾	10/06/2016		D			2,235	⁽¹³⁾	⁽¹³⁾	Common Stock	2,235	⁽¹³⁾	0	I	By Thomas Master Investments, LLC⁽³⁾

Explanation of Responses:

1. Disposed of pursuant to the agreement and plan of merger, dated as of April 28, 2016 by and among the issuer, Parkway Properties LP, Cousins Properties Incorporated ("Cousins") and Clinic Sub Inc., a wholly owned subsidiary of Cousins (the "Merger Agreement"), in exchange for shares of Cousins common stock and cash in lieu of fractional shares.

2. Disposed of pursuant to the Merger Agreement in exchange for shares of Cousins limited voting preferred stock.

3. Securities are held by the named limited liability company, which is controlled by the reporting person.

4. Securities are held in trust for the benefit of an immediate family member of the reporting person. The reporting person is trustee of such trust. The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

5. Securities are held by the Lumbee Clan Trust for which the reporting person serves as trustee and has investment authority and discretion with respect to such securities.

6. Securities are held by the named partnership, which is controlled by the reporting person.

7. Securities are held by the named corporation, of which the reporting person is the sole stockholder.

8. 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 of Parkway Properties LP, immediately following the effective time of the merger, the reporting person will hold 273,690 OP Units and will receive 2,192,135 operating partnership units of Cousins Properties LP.

9. 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 of Parkway Properties LP, immediately following the effective time of the merger, the reporting person will hold 249,565 OP Units and will receive 1,998,906 operating partnership units of Cousins Properties LP.

10. 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 of Parkway Properties LP, immediately following the effective time of the merger, the reporting person will hold 179,767 OP Units and will receive 1,439,851operating partnership units of Cousins Properties LP.

11. 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 of Parkway Properties LP, immediately following the effective time of the merger, the reporting person will hold 144,285 OP Units and will receive 1,155,659 operating partnership units of Cousins Properties LP.

12. 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 of Parkway Properties LP, immediately following the effective time of the merger, the reporting person will hold 10,658 OP Units and will receive 85,367 operating partnership units of Cousins Properties LP.

13. 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 of Parkway Properties LP, immediately following the effective time of the merger, the reporting person will hold 455 OP Units and will receive 3,647 operating partnership units of Cousins Properties LP.

Remarks:

	/s/ Jeremy R. Dorsett, on behalf of James A. Thomas, as Attorney-in-Fact	10/06/2016
	** 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).
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