X0306 4 2013-07-08 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 2013-07-08 4 A 0 100000 0 A 1294184.91 D Common Stock 45000 I By ACP-JRL Partnership, Ltd., a family limited partnership LTIP 2013-07-08 4 A 0 100000 0 A Common OP Units 100000 145600 D Includes an additional 108.992 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). Excludes 56,418 previously reported performance-based restricted shares granted pursuant to the Company's 2010 Omnibus Equity Incentive Plan, as amended, on July 12, 2010 with the vesting based upon the satisfaction of certain performance goals established by the Compensation Committee with respect to the three-year period ending June 30, 2013. The performance criteria were not met and these restricted shares were not earned. The Reporting Person disclaims beneficial owership 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. 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 July 8, 2013 and July 7, 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. /s/Jeremy Dorsett, on behalf of James R. Heistand as Attorney-In-Fact 2013-07-15