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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 | ||||||||
Units in 401(k) Plan | (3) | 11/30/2016(3) | D(3) | 2,814.1018 (3) | (3) | (3) | Common Stock | 2,814.1018 (3) | (3) | 0 | D | ||||
Stock Option | $ 44.05 | 11/30/2016 | D(4) | 990 | (4) | 01/25/2022 | Common Stock | 990 | (4) | 0 | D | ||||
Stock Option | $ 50.3 | 11/30/2016 | D(4) | 3,020 | (4) | 01/28/2023 | Common Stock | 3,020 | (4) | 0 | D | ||||
Stock Option | $ 46.93 | 11/30/2016 | D(4) | 3,950 | (4) | 01/31/2024 | Common Stock | 3,950 | (4) | 0 | D | ||||
Stock Option | $ 60.4 | 11/30/2016 | D(4) | 3,080 | (4) | 02/03/2025 | Common Stock | 3,080 | (4) | 0 | D | ||||
Stock Option | $ 57.8 | 11/30/2016 | D(4) | 10,070 | (4) | 02/01/2026 | Common Stock | 10,070 | (4) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
COHEN SHERRY W 4401 NORTHSIDE PARKWAY SUITE 800 ATLANTA, GA 30327-3057 |
EVP and Secretary |
Sherry W. Cohen | 11/30/2016 | |
**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) | As of November 30, 2016, Issuer was acquired by Mid-America Apartment Communities, Inc. ("MAA") pursuant to a merger agreement dated August 15, 2016 (Merger Agreement"), as described in the Issuer/MAA Joint Proxy Statement dated September 30, 2016 and filed by MAA with the SEC on that date (the "Merger"). Each outstanding share of Issuer Common Stock was converted into .71 shares of MAA Common Stock ("Exchange Ratio") with cash paid for fractional shares. All dispositions by Reporting Person in the Merger were approved in advance by the Issuer Board of Directors. |
(2) | Issuer outstanding unvested restricted stock units ("RSU's") became fully vested under the Merger Agreement and Issuer shares were withheld for payment of withholding income taxes. All vested RSU's were then converted into MAA common stock at the Exchange Ratio. |
(3) | The issuer's outside administrator for the employees 401(k) plan held issuer stock in a pooled fund as a participant investment option. Participant contributions designated to be invested in issuer common stock were accounted for as units of interest in the issuer fund. As of 11/30/2016, the equivalent of 2814.101815 shares of common stock were held in the issuer 401(k) Plan. These shares were converted into shares of MAA common stock at the Exchange Ratio. |
(4) | Issuer outstanding stock options, if not yet vested became vested, and all Issuer stock options were converted at the Exchange Ratio into MAA fully vested stock options under the terms of each outstanding Issuer stock option. Cash was paid for fractional shares. |