X0306 4 2016-02-18 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 2016-02-18 4 A 0 45600 A 1492904 D Common Stock 29916 I ACP Laurich Partnership, Ltd. Common Stock 45000 I ACP-JRL Partnership, Ltd., a family limited partnership LTIP Units 2016-02-18 4 A 0 68400 A Common OP Units 68400 68400 D Represents time-based RSU awards that will vest 25% on each of the first, second, third and fourth anniversaries of the grant date, subject to the executive's continued employment with the Company. Includes an additional 3,600 shares acquired by the Reporting Person's participation in the Company's Employee Stock Purchase Plan and 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) and Rule 16a-11, respectively. 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 performance-based LTIP units that will vest based on the attainment of targets for total return to stockholders during the performance period running from February 18, 2016 to February 17, 2019, 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 Parkway Properties LP, each LTIP unit may be converted, at the election of the executive or the Company, into an 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. /s/ Jeremy Dorsett, on behalf of James R. Heistand, as Attorney-in-Fact 2016-02-22