0001654413-15-000002.txt : 20151013 0001654413-15-000002.hdr.sgml : 20151012 20151013152138 ACCESSION NUMBER: 0001654413-15-000002 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20151001 FILED AS OF DATE: 20151013 DATE AS OF CHANGE: 20151013 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ESSEX PROPERTY TRUST INC CENTRAL INDEX KEY: 0000920522 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 770369576 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 925 EAST MEADOW DR CITY: PALO ALTO STATE: CA ZIP: 94303 BUSINESS PHONE: 6504943700 MAIL ADDRESS: STREET 1: 925 EAST MEADOW DRIVE CITY: PALO ALTO STATE: CA ZIP: 94303 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kleiman Angela L. CENTRAL INDEX KEY: 0001654413 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13106 FILM NUMBER: 151155980 MAIL ADDRESS: STREET 1: 925 EAST MEADOW DRIVE CITY: PALO ALTO STATE: CA ZIP: 94303 FORMER NAME: FORMER CONFORMED NAME: Kleiman Angela Lachie DATE OF NAME CHANGE: 20150930 3 1 primary_doc.xml PRIMARY DOCUMENT X0206 3 2015-10-01 0 0000920522 ESSEX PROPERTY TRUST INC ESS 0001654413 Kleiman Angela L. 925 EAST MEADOW DRIVE PALO ALTO CA 94303 0 1 0 0 Executive Vice President & CFO Common Stock 3154 D Stock Option (Right to purchase) 84.87 2019-12-15 Common Stock 2846 D Stock Option (Right to purchase) 132.03 2021-12-06 Common Stock 900 D Stock Option (Right to purchase) 143.03 2019-12-11 Common Stock 3000 D Stock Option (Right to purchase) 152.63 2023-12-10 Common Stock 5000 D LTIP Units Common Stock 1875 D LTIP Units Common Stock 625 D LTIP Units Common Stock 3500 D Series Z-1 Incentive Units 1 Common Stock 4000 D 100% vested as of December 15, 2014. Vested 10% on December 6, 2011, and 20% on each annual anniversary thereafter. Vested 10% on December 11, 2012, and 20% on each annual anniversary thereafter. Vested 20% on December 10, 2014, and 1/60th of the options vest on each monthly anniversary thereafter. Represents LTIP Units in Essex Portfolio, L.P. Conditioned upon minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes and vesting as described in footnotes 7, 8 and 9 below, each LTIP Unit may be converted, at the election of the holder, into a unit of limited partnership interest in Essex Portfolio, L.P. (a "Common Unit"). Each Common Unit acquired upon conversion of an LTIP Unit may be converted into one share of Common Stock of the Issuer. LTIP Units are generally not convertible without the consent of the Issuer until two years from the date of the grant. The rights to convert LTIP Units into Common Units and to convert Common Units into shares of Common Stock do not have expiration dates. These LTIP Units were granted on December 9, 2014. 750 of the LTIP Units are scheduled to vest 20% on each of the first five anniversaries of December 9, 2014, subject to continued employment through such dates. 1,125 of the LTIP Units granted are scheduled to vest 20% on each of the first five anniversaries of December 9, 2014, subject to continued employment through such dates and the achievement of certain performance criteria based on the Issuer's total return to shareholders through December 9, 2015. In accordance with applicable Form 4 reporting requirements, the foregoing excludes 1,125 LTIP Units also granted on December 9, 2014 that are scheduled to vest 20% on each of the first five anniversaries of December 9, 2014, subject to continued employment through such dates and the achievement of certain performance criteria based on the Issuer's relative total return to shareholders measured against an industry-specific index through December 9, 2015. These LTIP Units were granted on December 9, 2014. 250 of the LTIP Units granted were vested upon grant. 375 of the LTIP Units granted are scheduled to vest based on the achievement of certain performance criteria based on the Issuer's total return to shareholders through December 9, 2015. In accordance with applicable Form 4 reporting requirements, the foregoing excludes 375 LTIP Units also granted on December 9, 2014 that are scheduled to vest based on the achievement of certain performance criteria based on the Issuer's relative total return to shareholders measured against an industry-specific index through December 9, 2015. These LTIP Units were granted on December 10, 2013. 875 of the units were vested as of December 10, 2014 and the remaining units are scheduled to vest 25% on each of the annual anniversaries thereafter, subject to continued employment through such dates. Represents the grant of Series Z-1 Incentive Units in Essex Portfolio, L.P. ("EPLP") on December 6, 2011, in return for a capital contribution of $1 per unit. As of October 1, 2015, the conversion ratchet percentage was 50%. The conversion ratchet percentage may increase up to 14% each year if certain defined criteria are met. These Z-1 Units generally will be convertible into Common Units of EPLP at the earliest of a change in control or after the entire 2011 grant reaches a 100% conversion ratchet percentage. Common Units are convertible into shares of Common Stock. /s/ Angela L. Kleiman, Executive Vice President & CFO 2015-10-12