SEC Form 4: Schultz Peter returned 11,210 shares to the company, closing all direct ownership in the company
$PSB
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
PS BUSINESS PARKS, INC./MD [ PSB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/20/2022 | ||||||||||||||||||||||||||
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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 | 07/20/2022 | D | 11,210(1)(2)(3)(4) | D | (2)(3)(4) | 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 | ||||||||
| Stock Option (Right to Buy)(5) | $76.43(6) | 07/20/2022 | D | 2,070(6) | (7) | 05/06/2023 | Common Stock | 2,070(6) | (7) | 0 | D | ||||
| Stock Option (Right to Buy)(5) | $80.05(8) | 07/20/2022 | D | 2,070(8) | (7) | 04/28/2024 | Common Stock | 2,070(8) | (7) | 0 | D | ||||
| Stock Option (Right to Buy)(5) | $77.43(9) | 07/20/2022 | D | 2,070(9) | (7) | 04/28/2025 | Common Stock | 2,070(9) | (7) | 0 | D | ||||
| Stock Option (Right to Buy)(5) | $93.62(10) | 07/20/2022 | D | 2,070(10) | (7) | 04/26/2026 | Common Stock | 2,070(10) | (7) | 0 | D | ||||
| Stock Option (Right to Buy)(5) | $117.47(11) | 07/20/2022 | D | 2,070(11) | (7) | 04/25/2027 | Common Stock | 2,070(11) | (7) | 0 | D | ||||
| Stock Option (Right to Buy)(5) | $111.56(12) | 07/20/2022 | D | 2,070(12) | (7) | 04/24/2028 | Common Stock | 2,070(12) | (7) | 0 | D | ||||
| Stock Option (Right to Buy)(5) | $143.99(13) | 07/20/2022 | D | 2,070(13) | (7) | 04/23/2029 | Common Stock | 2,070(13) | (7) | 0 | D | ||||
| Stock Option (Right to Buy)(5) | $122.93(14) | 07/20/2022 | D | 2,070(14) | (7) | 04/22/2030 | Common Stock | 2,070(14) | (7) | 0 | D | ||||
| Stock Option (Right to Buy)(5) | $157.97(15) | 07/20/2022 | D | 2,070(15) | (7) | 04/20/2031 | Common Stock | 2,070(15) | (7) | 0 | D | ||||
| Explanation of Responses: |
| 1. Includes 10,000 previously inadvertently omitted deferred stock units granted under the Company's retirement plan for non-employee directors. |
| 2. On July 20, 2022, pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of April 24, 2022, by and among PS Business Parks, Inc. (the "Company"), Sequoia Parent LP, Sequoia Merger Sub I LLC ("Merger Sub I"), Sequoia Merger Sub II LLC, and PS Business Parks, L.P., Merger Sub I merged with and into the Company (the "Company Merger") and each share of the Company's common stock, par value $0.01 per share ("common stock"), issued and outstanding immediately prior to the effective time of the Company Merger (the "Company Merger Effective Time"), other than certain shares of common stock excluded pursuant to the terms of the Merger Agreement, was automatically cancelled and converted into the right to receive an amount in cash equal to $182.25 per share (the "Per Company Share Merger Consideration"), without interest. [footnote continues in footnote 3 below] |
| 3. The Per Company Share Merger Consideration represents $187.50 per share of common stock as reduced by the $5.25 per share closing cash dividend (the "Closing Cash Dividend") as described in Item 8.01 of the Company's Current Report on Form 8-K filed on July 8, 2022. |
| 4. Pursuant to the Merger Agreement, at the Company Merger Effective Time, each award of deferred stock units (each, a "DSU award") granted under the Company's retirement plan for non-employee directors that was outstanding immediately prior to the Company Merger Effective Time became vested and was converted into a right to receive a cash payment in an amount equal to (i) the number of shares of common stock subject to the DSU award immediately prior to the Company Merger Effective Time multiplied by (ii) the Per Company Share Merger Consideration. In connection with the closing of the Company Merger, individuals holding DSU awards received an additional amount of cash consideration as a deemed dividend equivalent amount in an amount per DSU award equal to the Closing Cash Dividend. |
| 5. Stock option granted pursuant to the 2012 Equity and Performance-Based Incentive Compensation Plan. Option vests in five (5) equal annual installments beginning one (1) year from the date of grant. |
| 6. This option was previously reported as an option for 2,000 shares of common stock at an exercise price of $79.10, but, pursuant to anti-dilution provisions of the Company's 2012 Equity and Performance-Based Incentive Compensation Plan, was adjusted to reflect the special dividend declared by the Company on December 1, 2021. |
| 7. Pursuant to the Merger Agreement, at the Company Merger Effective Time, each option to purchase shares of common stock outstanding immediately prior to the Company Merger Effective Time was automatically cancelled in exchange for a cash payment in an amount equal to (i) the number of shares of common stock subject to the option immediately prior to the Company Merger Effective Time multiplied by (ii) the excess of the Per Company Share Merger Consideration over the per share exercise price of the option. In connection with the closing of the Company Merger, individuals holding options received an additional amount of cash consideration as a deemed dividend equivalent amount in an amount per option equal to the Closing Cash Dividend. |
| 8. This option was previously reported as an option for 2,000 shares of common stock at an exercise price of $82.84, but, pursuant to anti-dilution provisions of the Company's 2012 Equity and Performance-Based Incentive Compensation Plan, was adjusted to reflect the special dividend declared by the Company on December 1, 2021. |
| 9. This option was previously reported as an option for 2,000 shares of common stock at an exercise price of $80.13, but, pursuant to anti-dilution provisions of the Company's 2012 Equity and Performance-Based Incentive Compensation Plan, was adjusted to reflect the special dividend declared by the Company on December 1, 2021. |
| 10. This option was previously reported as an option for 2,000 shares of common stock at an exercise price of $96.89, but, pursuant to anti-dilution provisions of the Company's 2012 Equity and Performance-Based Incentive Compensation Plan, was adjusted to reflect the special dividend declared by the Company on December 1, 2021. |
| 11. This option was previously reported as an option for 2,000 shares of common stock at an exercise price of $121.57, but, pursuant to anti-dilution provisions of the Company's 2012 Equity and Performance-Based Incentive Compensation Plan, was adjusted to reflect the special dividend declared by the Company on December 1, 2021. |
| 12. This option was previously reported as an option for 2,000 shares of common stock at an exercise price of $115.45, but, pursuant to anti-dilution provisions of the Company's 2012 Equity and Performance-Based Incentive Compensation Plan, was adjusted to reflect the special dividend declared by the Company on December 1, 2021. |
| 13. This option was previously reported as an option for 2,000 shares of common stock at an exercise price of $149.02, but, pursuant to anti-dilution provisions of the Company's 2012 Equity and Performance-Based Incentive Compensation Plan, was adjusted to reflect the special dividend declared by the Company on December 1, 2021. |
| 14. This option was previously reported as an option for 2,000 shares of common stock at an exercise price of $127.22, but, pursuant to anti-dilution provisions of the Company's 2012 Equity and Performance-Based Incentive Compensation Plan, was adjusted to reflect the special dividend declared by the Company on December 1, 2021. |
| 15. This option was previously reported as an option for 2,000 shares of common stock at an exercise price of $163.49, but, pursuant to anti-dilution provisions of the Company's 2012 Equity and Performance-Based Incentive Compensation Plan, was adjusted to reflect the special dividend declared by the Company on December 1, 2021. |
| /s/ Nathaniel A. Vitan, Attorney-in-Fact | 07/20/2022 | |
| ** 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. | ||
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