0001209191-14-051929.txt : 20140813 0001209191-14-051929.hdr.sgml : 20140812 20140812172244 ACCESSION NUMBER: 0001209191-14-051929 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140808 FILED AS OF DATE: 20140812 DATE AS OF CHANGE: 20140812 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: DDR CORP CENTRAL INDEX KEY: 0000894315 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 341723097 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3300 ENTERPRISE PARKWAY CITY: BEACHWOOD STATE: OH ZIP: 44122 BUSINESS PHONE: 2167555500 MAIL ADDRESS: STREET 1: 3300 ENTERPRISE PARKWAY CITY: BEACHWOOD STATE: OH ZIP: 44122 FORMER COMPANY: FORMER CONFORMED NAME: DEVELOPERS DIVERSIFIED REALTY CORP DATE OF NAME CHANGE: 19940218 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Otto Alexander CENTRAL INDEX KEY: 0001462468 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11690 FILM NUMBER: 141035028 MAIL ADDRESS: STREET 1: C/O KG CURA VERMOGENSVERWALTUNG G.M.B.H. STREET 2: WANDSBEKER STR. 3-7 CITY: HAMBURG STATE: 2M ZIP: 22179 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2014-08-08 0 0000894315 DDR CORP DDR 0001462468 Otto Alexander KG CURA VERMOGENSVERWALTUNG G.M.B.H.&CO. WANDSBEKER STR. 3-7 HAMBURG 2M 22179 GERMANY 0 0 1 0 Call Option (obligation to sell) 15.6016 2014-08-08 5 E 0 E 6810538 0.00 D Common Stock 6810538 0 D Call Option (obligation to sell) 15.5692 2014-08-08 4 S 0 6810538 0.00 D Common Stock 6810538 6810538 D On August 8, 2014, the covered call option written by Mr. Alexander Otto ("Mr. Otto") pursuant to the second amended covered call option agreement (the "Second Amended Covered Call Agreement"), dated June 18, 2013, to cover a period of 12 months, was cancelled and rolled forward into the Third Amended Covered Call Agreement (as defined and discussed in Footnotes 3 and 4). Pursuant to the Second Amended Covered Call Agreement, Mr. Otto wrote a covered call option with respect to 6,810,538 shares beneficially owned by Mr. Otto, which was separated into 15 separate components containing an aggregate amount of 6,810,538 call options: 14 of which contain 454,035 call options and 1 of which contains 454,048 call options. (Continued to Footnote 2) (Continued from Footnote 1) All of the call options under the Second Amended Covered Call Agreement had an exercise price of $15.6016 per share, which was determined on June 18, 2013. There was no premium for Mr. Otto under the Second Amended Covered Call Agreement. (Continued to Footnote 3) (Continued from Footnote 2) Each of the 14 components containing 454,035 call options would have expired on August 15, 18, 19, 20, 21, 22, 25, 26, 27, 28 and 29, 2014 and September 2, 3, and 4, 2014, respectively, and the component containing 454,048 call options would have expired on September 5, 2014 (for each component, the "Second Amended Expiration Date"). The call options constituting each component of the covered call option could have been exercised only on the Second Amended Expiration Date for that component. The underlying shares with respect to the options are pledged by Mr. Otto until such time as the options expire. (Continued to Footnote 4) (Continued from Footnote 3) On August 8, 2014, Mr. Otto rolled forward the Second Amended Covered Call Agreement by amending and restating the terms and conditions of the Second Amended Covered Call Agreement (as amended and restated, the "Third Amended Covered Call Agreement"). In the Third Amended Covered Call Agreement, the exercise price was decreased and the expiration or maturity dates of the call options were extended. The amount of shares subject to the Third Amended Covered Call Agreement remains the same. Pursuant to the Third Amended Covered Call Agreement, Mr. Otto wrote a covered call option with respect to 6,810,538 shares beneficially owned by Mr. Otto, which is separated into 15 separate components containing an aggregate amount of 6,810,538 call options: 14 of which contain 454,035 call options and 1 of which contains 454,048 call options. (Continued to Footnote 5) (Continued from Footnote 4) All of the call options under the Third Amended Covered Call Agreement have an exercise price of $15.5692, which was determined on August 8, 2014. There is no premium for Mr. Otto under the Third Amended Covered Call Agreement. (Continued to Footnote 6) (Continued from Footnote 5) Each of the 14 components containing 454,035 call options expires on August 17, 18, 19, 20, 21, 24, 25, 26, 27, 28, and 31, 2015 and September 1, 2 and 3, 2015, respectively, and the component containing 454,048 call options expires on September 4, 2015 (for each component, the "Third Amended Expiration Date"). The call options constituting each component of the covered call option may be exercised only on the Third Amended Expiration Date for that component. The underlying shares with respect to the options are pledged by Mr. Otto until such time as the options expire. /s/ Henning Eggers, By: Henning Eggers, managing director of KG CURA Vermogensverwaltung G.m.b.H. & Co,, For: Alexander Otto 2014-08-12