0001140361-12-031936.txt : 20120702
0001140361-12-031936.hdr.sgml : 20120702
20120702165242
ACCESSION NUMBER: 0001140361-12-031936
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20120627
FILED AS OF DATE: 20120702
DATE AS OF CHANGE: 20120702
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: 12940931
MAIL ADDRESS:
STREET 1: 301 COMMERCE STREET
STREET 2: SUITE 3300
CITY: FORT WORTH
STATE: TX
ZIP: 76102
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: 0516
BUSINESS ADDRESS:
STREET 1: ONE JACKSON PL
STREET 2: 188 E CAPITOL ST STE 1000
CITY: JACKSON
STATE: MS
ZIP: 39225-4647
BUSINESS PHONE: 6019484091
MAIL ADDRESS:
STREET 1: ONE JACKSON PL P O BOX 24647
STREET 2: 188 E CAPITOL ST STE 1000
CITY: JACKSON
STATE: MS
ZIP: 39225
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: 12940930
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: 12940932
BUSINESS ADDRESS:
STREET 1: C/O TPG CAPITAL, L.P.
STREET 2: 301 COMMERCE ST. SUITE 3300
CITY: FORT WORTH
STATE: TX
ZIP: 76102
BUSINESS PHONE: 817-871-4000
MAIL ADDRESS:
STREET 1: C/O TPG CAPITAL, L.P.
STREET 2: 301 COMMERCE ST. SUITE 3300
CITY: FORT WORTH
STATE: TX
ZIP: 76102
4
1
doc1.xml
FORM 4
X0306
4
2012-06-27
0
0000729237
PARKWAY PROPERTIES INC
PKY
0001495741
TPG Group Holdings (SBS) Advisors, Inc.
C/O TPG GLOBAL, LLC
301 COMMERCE ST., SUITE 3300
FORT WORTH
TX
76102
0
0
1
0
0000860866
BONDERMAN DAVID
C/O TPG GLOBAL, LLC
301 COMMERCE ST., SUITE 3300
FORT WORTH
TX
76102
0
0
0
1
Former 10% Owner
0001099776
COULTER JAMES G
C/O TPG GLOBAL, LLC
301 COMMERCE ST., SUITE 3300
FORT WORTH
TX
76102
0
0
0
1
Former 10% Owner
Series E Convertible Cumulative Redeemable Preferred Stock
2012-06-27
4
J
0
6666
A
Common Stock
13484444
I
See Explanation of Responses
David Bonderman and James G. Coulter are directors, officers and sole stockholders of TPG Group Holdings (SBS) Advisors, Inc. ("Group Advisors" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the general partner of TPG Group Holdings (SBS), L.P. ("Group Holdings"), which is the sole shareholder of TPG Holdings III-A, Inc., which is the general partner of TPG Holdings III-A. L.P., which is the general partner of TPG Holdings III, L.P., which is the sole member of TPG Genpar VI Delfir AIV Advisors, LLC, which is the general partner of TPG Genpar VI Delfir AIV, L.P., which is the general partner of TPG VI Pantera Holdings, L.P. ("TPG Pantera"), which directly holds 4,300,000 shares of Common Stock (the "Common Stock") of Parkway Properties, Inc. (the "Issuer") and 13,477,778 shares of the Series E Convertible Cumulative Redeemable Preferred Stock, par value $0.001 per share (the "Series E Preferred Stock").
Group Holdings 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"), which directly holds 6,666 shares of the Series E Preferred Stock, reported herein.
Because of the relationship between the Reporting Persons and TPG Pantera and TPG Management, the Reporting Persons may be deemed to beneficially own the Common Stock and the Series E Preferred Stock held by TPG Pantera and TPG Management to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of TPG Pantera and TPG Management. Each Reporting Person, TPG Pantera and TPG Management disclaims beneficial ownership of the Common Stock and the Series E Preferred Stock held by TPG Pantera and TPG Management, except to the extent of such Reporting Person's, TPG Pantera's and TPG Management'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 and the Series E Preferred Stock in excess of their respective pecuniary interests.
Under the Articles Supplementary of the Series E Preferred Stock, dated as of May 3, 2012, upon the expiration or termination of any applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and receipt of approval by the Issuer's stockholders of conversion of the Series E Preferred Stock, each share of Series E Preferred Stock will be convertible, at the option of the holder or the Issuer, into newly issued shares of Common Stock of the Issuer at an initial conversion rate equal to one share of Common Stock of the Issuer per share of Series E Preferred Stock, subject to certain adjustments.
Issued as partial payment of a monitoring fee pursuant to the Management Services Agreement, dated June 5, 2012, between TPG Management and TPG Pantera.
(7) The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act.
(8) Ronald Cami is signing on behalf of both Messrs. Bonderman and Coulter pursuant to the authorization and designation letters dated July 1, 2010, which were previously filed with the Securities and Exchange Commission.
Ronald Cami on behalf of David Bonderman (7)(8)
2012-07-02
Ronald Cami on behalf of James G. Coulter (7)(8)
2012-07-02
Ronald Cami, Vice President, TPG Group Holdings (SBS) Advisors, Inc. (7)
2012-07-02