0001123292-14-000708.txt : 20140711 0001123292-14-000708.hdr.sgml : 20140711 20140711161951 ACCESSION NUMBER: 0001123292-14-000708 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140710 FILED AS OF DATE: 20140711 DATE AS OF CHANGE: 20140711 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CommonWealth REIT 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 NEWTON PLACE STREET 2: 255 WASHINGTON STREET CITY: NEWTON STATE: MA ZIP: 02458 BUSINESS PHONE: 6177968350 MAIL ADDRESS: STREET 1: TWO NEWTON PLACE STREET 2: 255 WASHINGTON STREET CITY: NEWTON STATE: MA ZIP: 02458 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 FORMER COMPANY: FORMER CONFORMED NAME: HEALTH & REHABILITATION PROPERTIES TRUST DATE OF NAME CHANGE: 19920703 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: 14971803 MAIL ADDRESS: STREET 1: TWO N RIVERSIDE PLAZA STREET 2: SUITE 600 CITY: CHICAGO STATE: IL ZIP: 60606 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Weinberg David S CENTRAL INDEX KEY: 0001608852 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09317 FILM NUMBER: 14971804 MAIL ADDRESS: STREET 1: CWH MANAGEMENT LLC STREET 2: TWO NORTH RIVERSIDE PLAZA, SUITE 600 CITY: CHICAGO STATE: IL ZIP: 60606 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Shifrin Orrin S CENTRAL INDEX KEY: 0001608764 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09317 FILM NUMBER: 14971805 MAIL ADDRESS: STREET 1: CWH MANAGEMENT LLC STREET 2: 2 N RIVERSIDE PLAZA, SUITE 600 CITY: CHICAGO STATE: IL ZIP: 60606 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Samuel Allen Biju CENTRAL INDEX KEY: 0001609031 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09317 FILM NUMBER: 14971806 MAIL ADDRESS: STREET 1: TWO NORTH RIVERSIDE PLAZA, SUITE 600 CITY: CHICAGO STATE: IL ZIP: 60606 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HELFAND DAVID CENTRAL INDEX KEY: 0001201466 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09317 FILM NUMBER: 14971807 MAIL ADDRESS: STREET 1: C/O MANUFACTURED HOME COMMUNITIES INC STREET 2: 2 N RIVERSIDE PLAZA #800 CITY: CHICAGO STATE: IL ZIP: 60606 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2014-07-10 0000803649 CommonWealth REIT CWH 0001201466 HELFAND DAVID C/O COMMONWEALTH REIT TWO NORTH RIVERSIDE PLAZA, SUITE 600 CHICAGO IL 60606 1 1 0 0 President & CEO 0001609031 Samuel Allen Biju C/O COMMONWEALTH REIT TWO NORTH RIVERSIDE PLAZA, SUITE 600 CHICAGO IL 60606 0 1 0 0 Interim Princ. Accounting Off. 0001608764 Shifrin Orrin S C/O COMMONWEALTH REIT TWO NORTH RIVERSIDE PLAZA, SUITE 600 CHICAGO IL 60606 0 1 0 0 EVP, Gen. Counsel & Secretary 0001608852 Weinberg David S C/O COMMONWEALTH REIT TWO NORTH RIVERSIDE PLAZA, SUITE 600 CHICAGO IL 60606 0 1 0 0 EVP & Chief Operating Officer 0001024193 ZELL SAMUEL C/O COMMONWEALTH REIT TWO NORTH RIVERSIDE PLAZA, SUITE 600 CHICAGO IL 60606 1 0 0 1 Chairman of the Board Common Shares of Beneficial Interest 2014-07-10 4 X 0 1709636 21.00 A 1709636 I See footnotes Common Shares of Beneficial Interest 2014-07-10 4 X 0 1196762 24.00 A 1196762 I See footnotes Call Option (right to buy) 21.00 2014-07-10 4 X 0 1709636 0 D 2014-03-26 2014-07-22 Common Shares 1709636 0 I See footnotes Call Option (right to buy) 24.00 2014-07-10 4 X 0 1196762 0 D 2014-03-26 2014-07-22 Common Shares 1196762 0 I See footnotes These shares were acquired pursuant to the exercise of options to purchase shares of the Issuer that were granted by Related Fund Management, LLC ("Related") and Corvex Management LP ("Corvex") to EGI-CW Holdings, L.L.C. ("EGI-CW") pursuant to an agreement entered into between Related, Corvex and EGI-CW on February 11, 2014. EGI-CW is indirectly controlled by Chai Trust Company, LLC ("Chai"). David Helfand, one of the reporting persons, has an indirect pecuniary interest in EGI-Fund (11-13) Investors, L.L.C. ("EGI (11-13)"), which is the Managing Member of EGI-CW. Mr. Helfand is also a member of EGI-CW and thus has an indirect pecuniary interest in the reported shares and options. Mr. Helfand is not an officer or a director of EGI-CW, EGI (11-13), Chai, or any other controlling person of EGI-CW, and does not have voting or dispositive power over the shares or options, and therefore disclaims beneficial ownership thereof, except to the extent of his pecuniary interest therein. Allen Samuel, one of the reporting persons, is a member of EGI-CW and thus has an indirect pecuniary interest in the reported shares and options. Mr. Samuel is not an officer or a director of EGI-CW, Chai, or any other controlling person of EGI-CW, and does not have voting or dispositive power over the shares or options, and therefore disclaims beneficial ownership thereof, except to the extent of his pecuniary interest therein. Orrin Shifrin, one of the reporting persons, is the trustee and beneficiary of the Orrin S. Shifrin Revocable Trust, which is a member of EGI-CW, and thus the reporting person has an indirect pecuniary interest in the reported shares and options. Mr. Shifrin is not an officer or a director of EGI-CW, Chai, or any other controlling person of EGI-CW, and does not have voting or dispositive power over the shares or options, and therefore disclaims beneficial ownership thereof, except to the extent of his pecuniary interest therein. David Weinberg, one of the reporting persons, has an indirect pecuniary interest in EGI-Fund (11-13) Investors, L.L.C. ("EGI (11-13)"), which is the Managing Member of EGI-CW. Mr. Weinberg is also a member of EGI-CW and thus has an indirect pecuniary interest in the reported shares and options. Mr. Weinberg is not an officer or a director of EGI-CW, EGI (11-13), Chai, or any other controlling person of EGI-CW, and does not have voting or dispositive power over the shares or options, and therefore disclaims beneficial ownership thereof, except to the extent of his pecuniary interest therein. Two entities, in which trusts established for the benefit of the family of Samuel Zell, one of the reporting persons, the trustee of each of which is Chai, indirectly own interests, are members of EGI-CW. Mr. Zell is not an officer or a director of Chai and does not have voting or dispositive power over the shares or options, and therefore disclaims beneficial ownership thereof, except to the extent of any pecuniary interest therein indirectly held by his family. Prior to July 10, 2014, EGI-CW distributed all of the options it held that are not represented by the exercise of the options reported herein to individuals or entities that are not reporting persons of the Issuer. Therefore, upon exercise of the options as reported herein, EGI-CW no longer beneficially owns any options of the Issuer. /s/ Orrin S. Shifrin, attorney-in-fact (on behalf of David Hefland) 2014-07-11 /s/ Orrin S. Shifrin, attorney-in-fact (on behalf of Allen Samuel) 2014-07-11 /s/ Orrin S. Shifrin 2014-07-11 /s/ Orrin S. Shifrin, attorney-in-fact (on behalf of David Weinberg) 2014-07-11 /s/ Orrin S. Shifrin, attorney-in-fact (on behalf of Samuel Zell) 2014-07-11