X0306 4 2013-05-16 0000729237 PARKWAY PROPERTIES INC PKY 0001520993 Heistand James R 390 NORTH ORANGE AVENUE SUITE 2400 ORLANDO FL 32801 0 1 0 0 PRESIDENT & CEO Common Stock 2013-05-16 4 A 0 30400 0 A 1200493.917 D Common Stock 45000 I By ACP-JRL Partnership, Ltd., a family limited partnership Employee Stock Option (Right to Buy) 17.21 2013-05-16 4 A 0 950000 0 A 2023-03-02 Common Stock 950000 950000 D LTIP Units 2013-05-16 4 A 0 45600 0 A Common OP Units 45600 45600 D 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. 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). The option vests in four equal annual installments beginning on March 2, 2014. 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. 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. /s/Jeremy Dorsett, on behalf of James R. Heistand as Attorney-In-Fact 2013-05-20