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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 | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| TPG Group Holdings (SBS) Advisors, Inc. C/O TPG GLOBAL, LLC, 301 COMMERCE STREET, SUITE 3300 FORT WORTH, TX 76102 |
X | |||
| TPG Advisors VI, Inc. C/O TPG GLOBAL, LLC, 301 COMMERCE STREET, SUITE 3300 FORT WORTH, TX 76102 |
X | |||
| BONDERMAN DAVID C/O TPG GLOBAL, LLC, 301 COMMERCE STREET, SUITE 3300 FORT WORTH, TX 76102 |
X | |||
| COULTER JAMES G C/O TPG GLOBAL, LLC, 301 COMMERCE STREET, SUITE 3300 FORT WORTH, TX 76102 |
X | |||
| By: Ronald Cami, Vice President, TPG Group Holdings (SBS) Advisors, Inc. (6) | 09/25/2014 | |
| **Signature of Reporting Person | Date | |
| By: Ronald Cami, Vice President, TPG Advisors VI, Inc. (6) | 09/25/2014 | |
| **Signature of Reporting Person | Date | |
| By: Ronald Cami on behalf of David Bonderman (6)(7) | 09/25/2014 | |
| **Signature of Reporting Person | Date | |
| By: Ronald Cami on behalf of James G. Coulter (6)(7) | 09/25/2014 | |
| **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) | David Bonderman and James G. Coulter are officers and sole stockholders of TPG Advisors VI, Inc. ("TPG Advisors VI"), which is the general partner of TPG VI Pantera Holdings, L.P. ("TPG Pantera"), which directly holds 23,599,778 shares of Common Stock (the "Common Stock") of Parkway Properties, Inc. (the "Issuer"). |
| (2) | David Bonderman and James G. Coulter are officers and sole stockholders of TPG Group Holdings (SBS) Advisors, Inc. ("Group Advisors" and, together with TPG Advisors VI and Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the general partner of TPG Group Holdings (SBS), L.P., which is the sole member of TPG Holdings II-A, LLC, which is the general partner of TPG Holdings II, L.P., which is the general partner of TPG Holdings II Sub, L.P., which is the sole member of TPG Capital Advisors, LLC, which is the sole member of TPG VI Management, LLC, ("TPG Management"), which directly holds 63,619 shares of Common Stock reported herein. |
| (3) | Because of the relationship between the Reporting Persons and TPG Pantera and TPG Management, the Reporting Persons may be deemed to beneficially own the Common Stock held by TPG Pantera and TPG Management to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of TPG Pantera and TPG Management. Each Reporting Person, TPG Pantera and TPG Management disclaims beneficial ownership of the Common Stock held by TPG Pantera and TPG Management, except to the extent of such Reporting Person's, TPG Pantera's and TPG Management's pecuniary interest therein, if any. |
| (4) | Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any shares of the Common Stock in excess of their respective pecuniary interests. |
| (5) | Issued as partial payment of a monitoring fee pursuant to the Management Services Agreement, dated June 5, 2012, between TPG Management and the Issuer |
| Remarks: (6) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. (7) Ronald Cami is signing on behalf of both Messrs. Bonderman and Coulter pursuant to the authorization and designation letters dated July 1, 2013, which were previously filed with the Securities and Exchange Commission. | |