SEC Form 4: Gronning Jeffrey K. was granted 127,347 shares and returned $3,395,314 worth of shares to the company (175,923 units at $19.30), closing all direct ownership in the company
$CXP
Real Estate Investment Trusts
Consumer Services
| 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 |
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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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
COLUMBIA PROPERTY TRUST, INC. [ CXP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/08/2021 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 12/08/2021 | A | 127,347(1) | A | $0 | 175,923 | D | |||
| Common Stock | 12/08/2021 | D | 175,923(2) | D | $19.3 | 0 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Series A Convertible, Perpetual Preferred OP Unit | (3) | 12/08/2021 | M | 733,994 | (3) | (3) | Common Unit | 733,994 | (3) | 0 | D | ||||
| Explanation of Responses: |
| 1. Award made in accordance with the Columbia Property Trust Amended and Restated 2013 Long Term Incentive Plan (the "Plan"). This award is made as a result of the company having met certain performance criteria relative to an office REIT peer group, pursuant to the grant of the performance-based stock unit awards on January 1, 2021. |
| 2. All common stock was disposed of, pursuant to the merger of Panther Merger Parent, Inc. with and into Columbia Property Trust, Inc. (the "Company") pursuant to the terms of the Merger Agreement, dated as of September 7, 2021, among the Company, Columbia Property Trust Operating Partnership, LP (the "Operating Partnership"), Panther Merger Parent, Inc., and Panther Merger Sub, LLC (the "Merger Agreement"), in exchange for $19.30 in cash per share, less any applicable withholding. |
| 3. All Series A Convertible, Perpetual Preferred OP Units of Columbia Property Trust Operating Partnership, LP ("Company OP") were cancelled and converted to the right to receive $26.50 in cash, pursuant to the merger of Panther Merger Sub, LLC ("Merger Sub") with and into Company OP (the "Partnership Merger") pursuant to the terms of the Merger Agreement, dated as of September 7, 2021, among Columbia Property Trust, Inc., Company OP, Panther Merger Parent, Inc., and Merger Sub, LLC. |
| Remarks: |
| /s/ Wendy W. Gill, attorney-in-fact for Jeffrey K. Gronning | 12/10/2021 | |
| ** 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. | ||