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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (Right to Buy) | $ 33.06 | 04/01/2014 | D | 13,828 | (5) | 01/27/2020 | Common stock | 13,828 | (4) | 0 | D | ||||
Stock Option (Right to Buy) | $ 44.12 | 04/01/2014 | D | 9,294 | (5) | 01/26/2021 | Common stock | 9,294 | (4) | 0 | D | ||||
Stock Option (Right to Buy) | $ 51.52 | 04/01/2014 | D | 7,241 | (5) | 01/25/2022 | Common stock | 7,241 | (4) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Fanwick Kerry 525 MARKET STREET 4TH FLOOR SAN FRANCISCO, CA US 94105 |
EVP, General Counsel |
Kerry Fanwick | 04/01/2014 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Supplemental shares earned in excess of target. |
(2) | Shares retired to settle tax obligation in connection with vesting of restricted shares. |
(3) | Disposed of pursuant to the "Merger Agreement" each share of BRE Properties, Inc. common stock held by the Reporting Person as of the date of the merger was converted into 0.2971 shares of Essex Property Trust, Inc. common stock, plus additional shares equal to $7.18 divided by the Essex volume weighted average price plus $5.15 in cash. |
(4) | Disposed of pursuant to the "Merger Agreement" in exchange for a number of options to purchase shares of Essex Property Trust, Inc. common stock equal to the number of BRE Properties, Inc. options reflected in this line item, multiplied by the sum of the common stock exchange ratio of 0.2971 and $12.33 divided by Essex Property Trust, Inc.'s 10 day volume weighted average price,or 0.3712, rounded down to the nearest share. The exercise price of the Essex Property Trust, Inc. options will be equal to the exercise price of the corresponding BRE Properties, Inc. options, divided by 0.3712, rounded up to the nearest whole cent. |
(5) | Pursuant to the "Merger Agreement" all unvested options to purchase BRE Properties, Inc. common shares became fully vested and exercisable upon the merger. |