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