EQUITY AND MEZZANINE EQUITY

9 Months Ended

Sep. 30, 2020

Operating Partnership Units. The Operating Partnership had 1.0 million and 1.1 million outstanding Units at September 30, 2020 and December 31, 2019, respectively.

Common Shares and Equity Awards. Common shares outstanding on September 30, 2020 and December 31, 2019, totaled 13.0 million and 12.1 million, respectively. There were 297 and 20,998 shares issued upon the vesting of equity awards under our 2015 Incentive Plan during the three and nine months ended September 30, 2020, respectively, with a total grant-date fair value of $17,000 and $1.0 million, respectively. During the three and nine months ended September 30, 2019, we issued 8,662 and 15,380 shares upon the vesting of equity awards under our 2015 Incentive Plan, respectively, with a total grant-date fair value of $473,000 and $930,000, respectively. These shares vest based on performance and service criteria.

Equity Distribution Agreement. We have an equity distribution agreement in connection with an at-the-market offering ("2019 ATM Program") through which we may offer and sell common shares having an aggregate sales price of up to $150.0 million, in amounts and at times as we determine. The proceeds from the sale of common shares under the 2019 ATM Program are intended to be used for general purposes, which may include the funding of future acquisitions, construction or mezzanine loans, community renovations, and the repayment of indebtedness. The table below provides details on the sale of common shares during the three and nine months ended September 30, 2020. As of September 30, 2020, common shares having an aggregate offering price of up to $69.2 million remained available under the 2019 ATM Program.


	(in thousands, except per share amounts)
Three Months Ended September 30,	Number of Common Shares	Total Consideration(1)		Average Price Per Share(1)
2020	145	$	10,218	$	70.55

Nine Months Ended September 30,
2020	819	$	57,528	$	70.23

(1)Total consideration is net of $156,000 and $890,000 in commissions during the three and nine months ended September 30, 2020, respectively, and issuance costs.

Exchange Rights. Pursuant to the exercise of exchange rights, we redeemed Units for cash during the three and nine months ended September 30, 2020 and 2019 as detailed in the table below.


	(in thousands, except per Unit amounts)
Three Months Ended September 30,	Number of Units	Aggregate Cost(1)		Average Price Per Unit
2020	—	$	26	$	71.52
2019	—	$	11	$	62.10

Nine Months Ended September 30,
2020	1	$	48	$	70.10
2019	136	$	8	$	59.99

(1)The redemption price is determined using the volume weighted average price for the ten trading days prior to the date a unitholder provides notification of their intent to redeem units.

We also redeemed Units in exchange for common shares in connection with Unitholders exercising their exchange rights during the three and nine months ended September 30, 2020 and 2019 as detailed in the table below.


	(in thousands)
Three Months Ended September 30,	Number of Units	Total Book Value
2020	4	$	(462)
2019	—	$	10

Nine Months Ended September 30,
2020	40	$	(344)
2019	8	$	(511)

Share Repurchase Program. On December 5, 2019, our Board of Trustees terminated the existing share repurchase program and authorized a new share repurchase program to repurchase up to $50 million of our common or preferred shares over a one-year period. Under this new repurchase program, we may repurchase common or preferred shares in open-market purchases,

including pursuant to Rule 10b5-1 and Rule 10b-18 plans, as determined by management and in accordance with the requirements of the SEC. The extent to which we repurchase our shares, and the timing of repurchases, will depend on a variety of factors, including market conditions, regulatory requirements, and other corporate considerations, as determined by the executive management team. This program may be suspended or discontinued at any time. As of September 30, 2020, $44.4 million remained available under our share repurchase program. Common shares and Series C Preferred Shares repurchased during the three and nine months ended September 30, 2020 and 2019 are detailed in the table below.


	(in thousands, except per share amounts)
Three Months Ended September 30,	Number of Common Shares	Number of Preferred Shares	Aggregate Cost(1)		Average Price Per Share(1)
2020	—	2	$	49	$	25.49
2019	39	—	$	2,346	$	59.57

Nine Months Ended September 30,
2020	—	237	$	5,628	$	23.75
2019	329	—	$	18,023	$	54.69

(1)Amount includes commissions.

Series C Preferred Shares. Series C preferred shares outstanding were 3.9 million and 4.1 million shares at September 30, 2020 and December 31, 2019, respectively. The Series C preferred shares are nonvoting and redeemable for cash at $25.00 per share at our option after October 2, 2022. Holders of these shares are entitled to cumulative distributions, payable quarterly (as and if declared by the Board of Trustees). Distributions accrue at an annual rate of $1.65625 per share, which is equal to 6.625% of the $25.00 per share liquidation preference ($97.0 million liquidation preference in the aggregate).

Series D Preferred Units (Mezzanine Equity). On February 26, 2019, we issued 165,600 newly created Series D preferred units at an issuance price of $100 per preferred unit as partial consideration for the acquisition of SouthFork Townhomes. The Series D preferred unit holders receive a preferred distribution at the rate of 3.862% per year. The Series D preferred units have a put option which allows the holder to redeem any or all of the Series D preferred units for cash equal to the issuance price. Each Series D preferred unit is convertible, at the holder's option, into 1.37931 Units, representing a conversion exchange rate of $72.50 per unit. Changes in the redemption value are charged to common shares on our condensed consolidated balance sheets from period to period. The holders of the Series D preferred units do not have any voting rights. Distributions to Series D unitholders are presented in the condensed consolidated statements of equity within net income (loss) attributable to controlling interests and noncontrolling interests.