SEC FORM 4

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)

390 NORTH ORANGE AVENUE

SUITE 2400

(Street)

ORLANDO

32801

(City)

(State)

(Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
05/16/2013

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/16/2013⁽¹⁾		A		30,400	A	$0	1,200,493.917⁽²⁾	D
Common Stock								45,000	I	By ACP-JRL Partnership, Ltd., a family limited partnership⁽⁵⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)	$17.21	05/16/2013⁽¹⁾		A		950,000		⁽³⁾	03/02/2023	Common Stock	950,000	$0	950,000	D
LTIP Units	⁽⁴⁾	05/16/2013⁽¹⁾		A		45,600		⁽⁴⁾	⁽⁴⁾	Common OP Units	45,600	$0	45,600	D

Explanation of Responses:

1. The award was approved by a committee of issuer's board of directors on March 2, 2013, subject to shareholder approval of the issuer's 2013 Omnibus Equity Incentive Plan under which the award was granted. The issuer's shareholders approved the plan on May 16, 2013.

2. Includes an additional 727.287 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).

3. The option vests in four equal annual installments beginning on March 2, 2014.

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 March 2, 2013 and March 1, 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.

5. The Reporting Person disclaims beneficial ownership of the Issuer's Common Stock held by this limited partnership except to the extent of his pecuniary interest therein.

Remarks:

	/s/Jeremy Dorsett, on behalf of James R. Heistand as Attorney-In-Fact	05/20/2013
	** 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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