SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Rollo Robert S

(Last) (First) (Middle)
C/O PS BUSINESS PARKS, INC.
701 WESTERN AVENUE

(Street)
GLENDALE CA 91201

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PS BUSINESS PARKS INC/CA [ PSB ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/11/2017
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 09/11/2017 M 6,213 A $72.59(1) 7,515 D
Common Stock 09/11/2017 M 1,200 A $82.84 8,715 D
Common Stock 09/11/2017 M 800 A $80.13 9,515 D
Common Stock 09/11/2017 M 400 A $96.89 9,915 D
Common Stock 09/11/2017 S 8,613 D $136.2417(2) 1,302 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy)(3) $72.59(4) 09/11/2017 M 6,213 10/03/2014 10/03/2023 Common Stock 6,213 $0 4,140 D
Stock Option (right to buy)(3) $82.84(5) 09/11/2017 M 1,200 04/28/2015 04/28/2024 Common Stock 1,200 $0 800 D
Stock Option (right to buy)(3) $80.13 09/11/2017 M 800 04/28/2016 04/28/2025 Common Stock 800 $0 1,200 D
Stock Option (right to buy)(3) $96.89 09/11/2017 M 400 04/26/2017 04/26/2026 Common Stock 400 $0 1,600 D
Explanation of Responses:
1. On December 15, 2014, PSB declared a special dividend, payable on December 30, 2014. As a result, pursuant to anti-dilution provisions of PSB's 2012 Equity and Performance-Based Incentive Compensation Plan, an option for 10,000 shares of common stock held by the reporting person on December 30, 2014 became exercisable for an additional 353 shares of common stock.
2. Represents weighted average price. These shares were sold at prices ranging between $135.95 and $136.69. Full information regarding the number of shares sold at each separate price will be provided by the reporting person upon request to the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer.
3. Stock option granted pursuant to the 2012 Equity and Performance-Based Incentive Compensation Plan. This option vests in five (5) equal annual installments beginning one (1) year from the date of grant.
4. This option was previously reported as an option for 10,000 shares of common stock at an exercise price of $75.06, but was adjusted to reflect the special dividend declared by PSB on December 15, 2014.
5. This option was previously reported at an exercise price of $85.53, but was adjusted to reflect the special dividend declared by PSB on December 15, 2014.
/s/ Lily Yan Hughes, Attorney-in-Fact 09/12/2017
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.