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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 | ||||||||
Limited Partnership Units | (1) | 08/11/2005 | (2) | Common Stock | 17,144 | 17,144 | I | By SciMed Prop III, Inc. | |||||||
Limited Partnership Units | (1) | 08/11/2005 | (2) | Common Stock | 161,894 | 161,894 | I | By SunMar Investments, Inc. | |||||||
Limited Partnership Units | (1) | 08/11/2005 | (2) | Common Stock | 1,141,742 | 1,141,742 | D | ||||||||
LTIP Units (3) | (3) | 01/31/2007 | A | 52,500 | (4) | (5) | Common Stock (4) | 52,500 | (3) | 117,500 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Gold Alan D 17140 BERNARDO CENTER DRIVE SUITE 222 SAN DIEGO, CA 92128 |
X | Chairman, President and CEO |
Gary A. Kreitzer, Attorney-In-Fact | 02/02/2007 | |
**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) | Limited Partnership Units in BioMed Realty, L.P. (the "Operating Partnership"). Limited Partnership Units are redeemable for cash based upon the fair market value of an equivalent number of shares of common stock of BioMed Realty Trust, Inc. (the "Company"), or, at the election of the Company, shares of the Company's common stock on a 1-for-1 basis. |
(2) | The Limited Partnership Units do not have an expiration date. |
(3) | These profits interest units of the Operating Partnership were granted on January 31, 2007 pursuant to the 2004 Incentive Award Plan of the Operating Partnership and the Company. The LTIP Units are subject to time-based restrictions. |
(4) | LTIP Units are subject to vesting 25% on each of January 1, 2008, 2009, 2010 and 2011. Upon the occurrence of certain "triggering events," the LTIP Units can over time achieve full parity with common units of the Operating Partnership for all purposes, and therefore accrete to an economic value equivalent to one share of common stock of the Company on a one-for-one basis. If such parity is reached, vested LTIP Units convert to common units of the Operating Partnership and then may be redeemed for cash in an amount equal to the then fair value of an equal number of shares of common stock or converted into an equal number of shares of common stock, as determined by the Company. |
(5) | The LTIP Units do not have an expiration date. |