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