X0306 4 2016-07-08 0000729237 PARKWAY PROPERTIES INC PKY 0001520993 Heistand James R 390 NORTH ORANGE AVENUE SUITE 2400 ORLANDO FL 32801 1 1 0 0 PRESIDENT & CEO Common Stock 2016-07-08 4 A 0 100000 A 1593793 D Common Stock 29916 I ACP Laurich Partnership, Ltd. Common Stock 45000 I ACP-JRL Partnership, Ltd., a family limited partnership LTIP Units 2016-03-01 4 J 0 45600 D Common OP Units 45600 0 D LTIP Units 2016-07-08 4 J 0 100000 D Common OP Units 100000 0 D Grant of time-based restricted stock units ("RSUs") pursuant to the Company's 2015 Omnibus Equity Incentive Plan, as amended (the "Plan"). These RSUs will vest upon the consummation of a Change in Control (as defined in the Plan) that occurs on or prior to April 8, 2017 as a result of the consummation of the transactions contemplated by that certain Agreement and Plan of Merger, by and among the Company, Parkway Properties LP, Cousins Properties Incorporated, and Clinic Sub Inc., dated as of April 28, 2016, subject to the Reporting Person's continued service through the applicable vesting date. Includes an additional 889 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 45,600 previously reported performance-based LTIP units granted on May 16, 2013 pursuant to the Company's 2013 Omnibus Equity Incentive Plan, which was amended, restated and superseded by the Company's 2015 Omnibus Equity Incentive Plan, as amended, with the vesting based upon the satisfaction of certain performance-based criteria relating to the attainment of total stockholder return targets during the period between March 2, 2013 and March 1, 2016. The performance criteria were not met and these LTIP units were not earned. This transaction is exempt from Section 16(b) pursuant to Rule 16b-6(d) and further from the reporting requirements of Section 16(a) pursuant to Rule 16a-4(d), both rules promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended. Represents 100,000 previously reported performance-based LTIP units granted on July 8, 2013 pursuant to the Company's 2013 Omnibus Equity Incentive Plan, which was amended, restated and superseded by the Company's 2015 Omnibus Equity Incentive Plan, as amended, with the vesting based upon the satisfaction of certain performance-based criteria relating to the attainment of total stockholder return targets during the period between July 8, 2013 and July 7, 2016. The performance criteria were not met and these LTIP units were not earned. This transaction is exempt from Section 16(b) pursuant to Rule 16b-6(d) and further from the reporting requirements of Section 16(a) pursuant to Rule 16a-4(d), both rules promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended. /s/ Jeremy Dorsett, on behalf of James R. Heistand, as Attorney-in-Fact 2016-07-08