Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Heistand James R
   2. Issuer Name and Ticker or Trading Symbol
PARKWAY PROPERTIES INC [PKY] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
PRESIDENT & CEO
(Last)
(First)
(Middle)
390 NORTH ORANGE AVENUE, SUITE 2400		 3. Date of Earliest Transaction (Month/Day/Year)
07/08/2013
(Street)

ORLANDO, FL 32801		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 07/08/2013   A   100,000 A $ 0 1,294,184.91 (1) (2) D  
Common Stock               45,000 I By ACP-JRL Partnership, Ltd., a family limited partnership (3)

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
LTIP (4) 07/08/2013   A   100,000     (4)   (4) Common OP Units 100,000 $ 0 145,600 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Heistand James R
390 NORTH ORANGE AVENUE
SUITE 2400
ORLANDO, FL 32801		       PRESIDENT & CEO  

Signatures

 /s/Jeremy Dorsett, on behalf of James R. Heistand as Attorney-In-Fact   07/15/2013
**Signature of Reporting Person Date

Explanation of Responses:

* 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) Includes an additional 108.992 shares acquired by the Reporting Person as a result of the reinvestment of dividends pursuant to the Company's Employee Stock Purchase Plan and the Company's Dividend Reinvestment Plan. These transactions are exempt from Section 16(a) of the Securities and Exchange Act pursuant to Rule 16a-3(f)(1)(i)(B).
(2) Excludes 56,418 previously reported performance-based restricted shares granted pursuant to the Company's 2010 Omnibus Equity Incentive Plan, as amended, on July 12, 2010 with the vesting based upon the satisfaction of certain performance goals established by the Compensation Committee with respect to the three-year period ending June 30, 2013. The performance criteria were not met and these restricted shares were not earned.
(3) The Reporting Person disclaims beneficial owership of these securities and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
(4) Represents LTIP Units in the issuer issued as long term incentive compensation pursuant to the issuer's 2013 Omnibus Equity Incentive Plan. Subject to the satisfication of certain performance -based vesting criteria relating to the attainment of total stockholder return targets during the period between July 8, 2013 and July 7, 2016 and certain restrictions set forth in the limited partnership agreement of Parkway Properties LP, each LTIP Unit may be converted, at the election of the reporting person or the issuer, into a common OP Unit. Each OP Unit acquired upon conversion of an LTIP Unit may be redeemed, at the election of the reporting person, for cash equal to the then fair market value of a share of Common Stock of the issuer, except that the issuer may, at its election, acquire each common OP Unit so presented for redemption for one share of Common Stock of the issuer.

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