EVP, CFO & Treasurer Griffiths William H converted options into 5,386 units of Common Shares of Beneficial Interest, was granted 49,805 units of Common Shares of Beneficial Interest and covered exercise/tax liability with 35,286 units of Common Shares of Beneficial Interest (SEC Form 4)
$EQC
Real Estate Investment Trusts
Real Estate
| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Equity Commonwealth [ EQC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/04/2025 | ||||||||||||||||||||||||||
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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 Shares of Beneficial Interest | 03/04/2025 | M | 5,386(1) | A | (1) | 94,321 | I | See footnote(2) | ||
| Common Shares of Beneficial Interest | 03/04/2025 | A | 49,805(1) | A | (1) | 144,126 | I | See footnote(2) | ||
| Common Shares of Beneficial Interest | 03/04/2025 | F | 35,286(3) | D | $1.6 | 108,840 | I | See footnote(2) | ||
| Common Shares of Beneficial Interest | 6,746 | I | By LLC(4) | |||||||
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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 | ||||||||
| Restricted Share Units | (5) | 03/04/2025 | M | 5,386 | (6) | (6) | Common Shares of Beneficial Interest | 5,386 | (5) | 0 | I | See footnote(2) | |||
| Explanation of Responses: |
| 1. Reflects Common Shares of Beneficial Interest (each, a "Common Share") of Equity Commonwealth (the "Issuer") received by the Reporting Person in settlement of outstanding time-based or performance-based Restricted Share Units (each, an "RSU"), on a one for one basis, subject to the terms and conditions set forth in the Equity Commonwealth equity compensation plan (as amended, the "Equity Plan") and the applicable RSU agreement, due to the vesting of the RSUs as a result of the determination by the Issuer's Board of Trustees that a change in control event ("Change in Control") occurred under the terms of the Equity Plan upon the sale of the Issuer's last remaining property on February 25, 2025. |
| 2. These shares/units, as applicable, are held by the William Harden Griffiths Revocable Trust, of which the Reporting Person is the trustee and a beneficiary. |
| 3. Reflects Common Shares surrendered to the Issuer to satisfy tax withholding obligations in connection with the vesting of restricted Common Shares and RSUs. |
| 4. These shares are held by BGAC Investments LLC, of which the reporting person and his spouse are members. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. |
| 5. Each RSU represents the right to receive one Common Share, subject to the terms and conditions set forth in the applicable Equity Plan and the applicable RSU agreement for the Reporting Person. |
| 6. RSUs previously granted, and reported on the Form 4 dated February 5, 2025, vested as a result of the determination by the Issuer's Board of Trustees that a Change in Control has occurred. |
| Remarks: |
| /s/ Orrin S. Shifrin, attorney-in-fact | 03/05/2025 | |
| ** 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. | ||