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*
GARDNER DAVID P

(Last) (First) (Middle)
HOME PROPERTIES, INC.
850 CLINTON SQUARE

(Street)
ROCHESTER NY 14604

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
HOME PROPERTIES INC [ HME ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP, CFO
3. Date of Earliest Transaction (Month/Day/Year)
09/30/2015
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, par value $.01 09/30/2015 G V 13,505 D $0 80,925 D
Common Stock, par value $.01 10/07/2015 A 34,750(1) A $0 115,675 D
Common Stock, par value $.01 10/07/2015 D 115,675(2) D $75.23(3) 0 D
Units of Home Properites, L.P. 10/07/2015 D 2,871 D $75.23(3) 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option $51.06 10/07/2015 D 25,000 (4) 05/04/2016 common stock 25,000 $24.17(5) 0 D
Employee Stock Options $55.5 10/07/2015 D 30,486 (4) 05/01/2017 common stock 30,486 $19.73(6) 0 D
Employee Stock Options $52.56 10/07/2015 D 38,514 (4) 05/01/2018 common stock 38,514 $22.67(7) 0 D
Employee Stock Options $33.9 10/07/2015 D 47,552 (4) 05/11/2019 common stock 47,552 $41.33(8) 0 D
Employee Stock Options $49.35 10/07/2015 D 30,374 (4) 05/11/2020 common stock 30,374 $25.88(9) 0 D
Employee Stock Options $62.09 10/07/2015 D 16,017 (4) 05/10/2021 common stock 16,017 $13.14(10) 0 D
Employee Stock Options $63.69 10/07/2015 D 21,459 (4) 05/08/2022 common stock 21,459 $11.54(11) 0 D
Explanation of Responses:
1. Represents shares received for no consideration that were earned based on the achievement of certain performance measures.
2. Includes common shares, restricted shares and restricted stock units, including those earned pursuant to performance-based measures.
3. Disposed of pursuant to the merger of Home Properties, Inc. with and into an affiliate of Lone Star Real Estate Fund IV (U.S.), L.P. in exchange for the right to receive $75.23 in cash per share.
4. Options were fully vested.
5. Disposed of pursuant to the merger of Home Properties, Inc. with and into an affiliate of Lone Star Real Estate Fund IV (U.S.), L.P. in exchange for the right to receive $24.17 per share underlying the stock options, representing the spread between the exercise price and the merger price of $75.23.
6. Disposed of pursuant to the merger of Home Properties, Inc. with and into an affiliate of Lone Star Real Estate Fund IV (U.S.), L.P. in exchange for the right to receive $19.73 per share underlying the stock options, representing the spread between the exercise price and the merger price of $75.23.
7. Disposed of pursuant to the merger of Home Properties, Inc. with and into an affiliate of Lone Star Real Estate Fund IV (U.S.), L.P. in exchange for the right to receive $22.67 per share underlying the stock options, representing the spread between the exercise price and the merger price of $75.23.
8. Disposed of pursuant to the merger of Home Properties, Inc. with and into an affiliate of Lone Star Real Estate Fund IV (U.S.), L.P. in exchange for the right to receive $41.33 per share underlying the stock options, representing the spread between the exercise price and the merger price of $75.23.
9. Disposed of pursuant to the merger of Home Properties, Inc. with and into an affiliate of Lone Star Real Estate Fund IV (U.S.), L.P. in exchange for the right to receive $25.88 per share underlying the stock options, representing the spread between the exercise price and the merger price of $75.23.
10. Disposed of pursuant to the merger of Home Properties, Inc. with and into an affiliate of Lone Star Real Estate Fund IV (U.S.), L.P. in exchange for the right to receive $13.14 per share underlying the stock options, representing the spread between the exercise price and the merger price of $75.23.
11. Disposed of pursuant to the merger of Home Properties, Inc. with and into an affiliate of Lone Star Real Estate Fund IV (U.S.), L.P. in exchange for the right to receive $11.54 per share underlying the stock options, representing the spread between the exercise price and the merger price of $75.23.
Remarks:
/s/ David P. Gardner, By Ann M. McComrick, attorney-in-fact 10/07/2015
** 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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