SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Heistand James R

(Last) (First) (Middle)
800 N MAGNOLIA AVENUE, SUITE 1625

(Street)
ORLANDO FL 32803

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Parkway, Inc. [ PKY ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
10/11/2017
4. If Amendment, Date of 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
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 10/11/2017 A(1) 42,558 A $0 525,179 D
Common Stock 10/11/2017 D 172,301(2) D (2) 352,878 D
Common Stock 10/12/2017 D 352,878 D (3) 0 D
Common Stock 10/12/2017 D 6,095 D (3) 0 I ACP Laurich Partnership, Ltd.(4)
Common Stock 10/12/2017 D 9,168 D (3) 0 I ACP-JRL Partnership, Ltd., a family limited partnership(4)
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 Securities Underlying Derivative Security (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: 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
Employee Stock Option (Right to Buy) $22 10/11/2017 D 557,526 (5) 03/02/2023 Common Stock 557,526 (6) 0 D
OP Units (7) 10/17/2017 D 13,937 (7) (7) Common Stock 13,937 (7) 0 D
Explanation of Responses:
1. Represents performance-based RSUs that were previously issued at the "target" performance level, and which vested on October 11, 2017 at the "stretch" performance level pursuant to the Agreement and Plan of Merger, dated as of June 29 2017, (the "Merger Agreement") by and among Parkway, Inc. (the "Company"), a Maryland corporation, Parkway Properties LP, a Delaware limited partnership (the "Partnership"), Real Estate Houston US Trust ("Parent"), a Delaware statutory trust and wholly-owned subsidiary of Canada Pension Plan Investment Board, a Canadian Crown corporation ("CPPIB"), Real Estate Houston US LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent, and Real Estate Houston US LP, a Delaware limited partnership and an indirect wholly-owned subsidiary of Parent ("Merger Partnership").
2. Represents 55,716 time-based RSUs and 116,585 performance-based RSUs, which fully vested and were disposed of pursuant to the Merger Agreement in exchange for $23.05 in cash per share, without interest, less any applicable tax withholding.
3. Disposed of pursuant to Merger Agreement in exchange for $19.05 in cash per share, without interest, less any applicable tax withholding.
4. The reporting person disclaims beneficial ownership 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.
5. Options were fully vested
6. Disposed of pursuant to the Merger Agreement in exchange for $1.05 in cash per share underlying the stock options, representing the spread between the exercise price and the per share transaction consideration of $23.05, less applicable withholding taxes.
7. Disposed of pursuant to the Merger Agreement in exchange for the right to receive a new partnership preferred unit of the surviving partnership following the merger of Merger Partnership with and into the Partnership, with the Partnership as the surviving entity. OP Units were derivative securities of the Company, which were redeemable for cash or, at the Company's election, shares of the Company's common stock on a one-for-one basis beginning 12 months following the date of the initial issuance of the OP unit, or at such other time as were set forth in the agreement pursuant to which the applicable OP units were issued.
Remarks:
/s/ A. Noni Holmes-Kidd, on behalf of James R. Heistand, as Attorney-in-Fact 10/13/2017
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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