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^*

Dorsett Jeremy 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 [ NONE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP & General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
10/06/2016

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	10/06/2016		D		77,801	D	⁽¹⁾	0	D

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	10/06/2016		D			75,000	⁽²⁾	03/02/2023	Common Stock	75,000	⁽³⁾	0	D
LTIP Units	⁽⁴⁾⁽⁵⁾	10/06/2016		C			28,800	⁽⁴⁾⁽⁵⁾	⁽⁴⁾⁽⁵⁾	Common OP Units	28,800	⁽⁴⁾⁽⁵⁾	0	D
OP Units	⁽⁶⁾	10/06/2016		C		28,800		⁽⁶⁾	⁽⁶⁾	Common Stock	28,800	⁽⁶⁾	28,800	D
OP Units	⁽⁷⁾	10/06/2016		D			28,800	⁽⁷⁾	⁽⁷⁾	Common Stock	28,800	⁽⁷⁾	0	D
LTIP Units	⁽⁸⁾	10/06/2016		D			19,341	⁽⁸⁾	⁽⁸⁾	Common OP Units	19,341	⁽⁸⁾	0	D
LTIP Units	⁽⁹⁾	10/06/2016		D			16,800	⁽⁹⁾	⁽⁹⁾	Common OP Units	16,800	⁽⁹⁾	0	D

Explanation of Responses:

1. Disposed of pursuant to the agreement and plan of merger, dated as of April 28, 2016, by and among the Company, Parkway Properties LP (the "Operating Partnership"), Cousins Properties Incorporated ("Cousins") and Clinic Sub Inc., a wholly owned subsidiary of Cousins (the "Merger Agreement"), in exchange for shares of Cousins common stock and restricted stock units of Cousins (the "Cousins RSUs") and cash in lieu of fractional shares. Immediately following the effective time of the merger in connection with the termination of the executive's employment, the Cousins RSUs vested and converted into shares of Cousins common stock.

2. The initial grant of 100,000 options vested in four equal installments beginning on March 2, 2014.

3. This option was assumed by Cousins pursuant to the Merger Agreement and was replaced with an option to purchase 122,250 shares of Cousins common stock for $10.56 per share.

4. Represented performance-based LTIP units that provided for vesting based on the attainment of targets for total return to stockholders during the performance period running from February 18, 2016 to February 17, 2019 (the "2016 LTIPs"), subject to the executive's continued employment with the Company. Subject to the satisfaction of the vesting requirements and certain restrictions set forth in the limited partnership agreement of the Operating Partnership (the "Partnership Agreement"), each LTIP unit may be converted, at the election of the executive or the Company, into a unit of limited partnership interest in the Operating Partnership ("OP unit"). Each OP unit acquired upon conversion of an LTIP unit may be redeemed, at the election of the executive, for cash equal to the then fair market value of a share of Common Stock, except that the Company may, at its election, acquire each OP unit so presented for redemption for one share of Common Stock. [footnote continued]

5. [footnote continued] Pursuant to the Merger Agreement and Partnership Agreement, OP units were acquired upon the conversion of the 2016 LTIPs.

6. The OP units will no longer be a derivative security of the Company following the effective time of the merger. Pursuant to an amendment to the Partnership Agreement, immediately following the effective time of the merger, the reporting person will hold 5,868 OP Units and will receive 47,004 operating partnership units of Cousins Properties LP.

7. Forfeited in connection with the merger. Represented performance-based LTIP units that provided for vesting based on the attainment of targets for total return to stockholders during the performance period running from February 19, 2015 to February 18, 2018, subject to the executive's continued employment with the Company.

8. Forfeited in connection with the merger. Represented performance-based LTIP units that provided for vesting based on the attainment of targets for total return to stockholders during the performance period running from February 19, 2015 to February 18, 2018, subject to the executive's continued employment with the Company.

9. Forfeited in connection with the merger. Represented performance-based LTIP units that provided for vesting based on the attainment of targets for total return to stockholders during the performance period running from March 17, 2014 to March 16, 2017, subject to the executive's continued employment with the Company.

Remarks:

	/s/ Jeremy R. Dorsett	10/06/2016
	** Signature of Reporting Person	Date
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* 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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