0000803649-20-000022.txt : 20200211 0000803649-20-000022.hdr.sgml : 20200211 20200211163413 ACCESSION NUMBER: 0000803649-20-000022 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200207 FILED AS OF DATE: 20200211 DATE AS OF CHANGE: 20200211 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ZELL SAMUEL CENTRAL INDEX KEY: 0001024193 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09317 FILM NUMBER: 20597091 MAIL ADDRESS: STREET 1: TWO N RIVERSIDE PLAZA STREET 2: SUITE 600 CITY: CHICAGO STATE: IL ZIP: 60606 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Equity Commonwealth CENTRAL INDEX KEY: 0000803649 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 046558834 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: TWO NORTH RIVERSIDE PLAZA STREET 2: SUITE 2100 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 312.646.2800 MAIL ADDRESS: STREET 1: TWO NORTH RIVERSIDE PLAZA STREET 2: SUITE 2100 CITY: CHICAGO STATE: IL ZIP: 60606 FORMER COMPANY: FORMER CONFORMED NAME: CommonWealth REIT DATE OF NAME CHANGE: 20100702 FORMER COMPANY: FORMER CONFORMED NAME: HRPT PROPERTIES TRUST DATE OF NAME CHANGE: 19980701 FORMER COMPANY: FORMER CONFORMED NAME: HEALTH & RETIREMENT PROPERTIES TRUST DATE OF NAME CHANGE: 19940811 4 1 wf-form4_158145683579269.xml FORM 4 X0306 4 2020-02-07 0 0000803649 Equity Commonwealth EQC 0001024193 ZELL SAMUEL C/O EQUITY COMMONWEALTH TWO NORTH RIVERSIDE PLAZA, SUITE 2100 CHICAGO IL 60606 1 0 0 1 Chairman of the Board Common Shares of Beneficial Interest 2020-02-07 4 M 0 41718 A 625140 I See footnote Common Shares of Beneficial Interest 2584300 I See footnote Restricted Share Units 2020-02-07 4 M 0 41718 D Common Shares of Beneficial Interest 41718.0 0 I See footnote LTIP Units 2020-02-07 4 A 0 88538 A Common Shares of Beneficial Interest 88538.0 88538 I See footnote Each Common Share of Beneficial Interest of Equity Commonwealth ("Common Share") was received in exchange for one Restricted Share Unit ("RSU"), subject to the terms and conditions set forth in the applicable Equity Commonwealth equity compensation plan and the applicable RSU agreement for the Reporting Person. Reflects Common Shares that were issued as a result of certain performance criteria being met with respect to previously granted RSUs, and a portion of such RSUs vesting on the Transaction Date. The RSUs granted to the Reporting Person were previously transferred by gift to the Samuel Zell Revocable Trust, of which the Reporting Person is the trustee and a beneficiary (the "Trust"). These shares/units, as applicable, are held by the Trust. These shares are held by EGI-CW Holdings, L.L.C. ("EGI-CW"), which is indirectly controlled by Chai Trust Company, LLC ("Chai"). Two entities, in which trusts established for the benefit of the family of the Reporting Person, the trustee of each of which is Chai, indirectly own interests, are members of EGI-CW. The Reporting Person is not an officer or a director of Chai and does not have voting or dispositive power over the shares, and therefore disclaims beneficial ownership thereof, except to the extent of any pecuniary interest therein indirectly held by his family. Each RSU represents the right to receive one Common Share, subject to the terms and conditions set forth in the applicable Equity Commonwealth equity compensation plan and the applicable RSU agreement for the Reporting Person. On February 8, 2019, the Reporting Person received 83,437 RSUs as a result of certain performance criteria being met with respect to previously granted RSUs, vesting in two equal installments on February 8, 2019 and in February of 2020, subject to the Reporting Person's continued service with Equity Commonwealth through such date. Each LTIP Unit converts automatically into one share of beneficial interest, designated as a unit (an "OP Unit"), in EQC Operating Trust when the LTIP Unit becomes vested and upon equalization of its capital account with the per-unit capital account of OP Units. OP Units are redeemable for cash or, at the option of Equity Commonwealth, exchangeable for common shares of Equity Commonwealth on a one-for-one basis. Represents LTIP Units issued pursuant to the applicable Equity Commonwealth equity compensation plan. The LTIP Units (or OP Units as applicable) were issued to the Reporting Person as a result of certain performance criteria being met with respect to previously granted LTIP Units, 50% of which are vested (and converted to OP Units) as of the date hereof and 50% of which will vest in February of 2021, subject to the Reporting Person's continued service with Equity Commonwealth through such date. /s/ Orrin S. Shifrin, attorney-in-fact 2020-02-11