SEC Form 4: Malhari Anna was granted 2,823 units of Time Vesting Restricted Stock Units, increasing direct ownership by 31% to 12,042 units
$CLI
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
MACK CALI REALTY CORP [ CLI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/09/2021 | ||||||||||||||||||||||||||
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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 | ||||||
| Time Vesting Restricted Stock Units | 06/09/2021 | A(1)(2) | 2,823 | A | $0(1) | 12,042 | 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 | ||||||||
| Performance Vesting Restricted Stock Units | $0(3) | 06/09/2021 | A | 5,236 | (4) | (4) | Common Stock, $0.01 par value | 5,236 | $0(3) | 5,236 | D | ||||
| Outperformance Vesting Restricted Stock Units | $0(5) | 06/09/2021(5) | A | 9,219 | (6) | (6) | Common Stock, $0.01 par value | 9,219 | $0(5) | 9,219 | D | ||||
| Outperformance Vesting Restricted Stock Units | $0(7) | 06/09/2021(7) | A | 2,823 | (8) | (8) | Common Stock, $0.01 par value | 2,823 | $0(7) | 2,823 | D | ||||
| Explanation of Responses: |
| 1. On June 9, 2021, the reporting person was granted time vesting restricted stock units (each, a "TVRSU"). Each TVRSU represents a contingent right to receive one share of common stock, $0.01 par value (the "Common Stock"), of Mack-Cali Realty Corporation (the "Company"). |
| 2. The TVRSUs vest in three equal annual installments beginning June 9, 2022. |
| 3. On June 9, 2021, the reporting person was granted performance vesting restricted stock units (each, a "PVRSU"). Each PVRSU represents represents a contingent right to receive one share of Common Stock. |
| 4. Seventy-five percent (75%) of the PVRSUs may vest over a three year period based on the attainment of absolute total stockholder return ("TSR") metrics by the Company over a three year performance period. The remaining twenty-five percent (25%) of the PVRSUs may vest over a three year period based on the Company's TSR relative to the TSR of a select group of twenty-four (24) peer REITs over the same three year performance period. |
| 5. On April 21, 2021, the Company granted the reporting person outperformance vesting restricted stock units (each, an " April 2021 OPVRSU"). Each April 2021 OPVRSU represents represents a contingent right to receive one share of the Company's Common Stock. The April 2021 OPVRSUs were granted expressly subject to and conditioned upon (and could not be exercised, in whole or in part, until) the approval by the Company's stockholders at or before the Company's 2021 Annual Meeting of Stockholders (the "Annual Meeting") of a sufficient increase in the number of Shares available for issuance under the Company's 2013 Incentive Stock Plan to cover the April 2021 OPVRSUs, which approval was obtained at the Annual meeting on June 9, 2021. |
| 6. The April 2021 OPVRSUs may vest on April 20, 2024 from 0% to 100% based on the attainment of certain levels of adjusted funds from operations per share for the Company's fiscal year ending December 31, 2023. |
| 7. On June 9, 2021, the Company granted the reporting person outperformance vesting restricted stock units (each, a "June 2021 OPVRSU"). Each June 2021 OPVRSU represents represents a contingent right to receive one share of the Company's Common Stock. |
| 8. The June 2021 OPVRSUs may vest on June 8, 2024 from 0% to 100% based on the attainment of certain levels of adjusted funds from operations per share for the Company's fiscal year ending December 31, 2023. |
| /s/ Anna Malhari | 06/17/2021 | |
| ** 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. | ||