0000950170-24-007817.txt : 20240126 0000950170-24-007817.hdr.sgml : 20240126 20240126134846 ACCESSION NUMBER: 0000950170-24-007817 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240124 FILED AS OF DATE: 20240126 DATE AS OF CHANGE: 20240126 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Farrar James Thomas CENTRAL INDEX KEY: 0001605307 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36409 FILM NUMBER: 24566484 MAIL ADDRESS: STREET 1: 1075 WEST GEORGIA STREET, SUITE 2600 CITY: VANCOUVER STATE: A1 ZIP: V6E 3C9 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: City Office REIT, Inc. CENTRAL INDEX KEY: 0001593222 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] ORGANIZATION NAME: 05 Real Estate & Construction IRS NUMBER: 981141883 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: SUITE 3210 - 666 BURRARD STREET CITY: VANCOUVER STATE: A1 ZIP: V6C 2X8 BUSINESS PHONE: 1-604-806-3353 MAIL ADDRESS: STREET 1: SUITE 3210 - 666 BURRARD STREET CITY: VANCOUVER STATE: A1 ZIP: V6C 2X8 4 1 ownership.xml 4 X0508 4 2024-01-24 false 0001593222 City Office REIT, Inc. CIO 0001605307 Farrar James Thomas 666 BURRARD STREET, SUITE 3210 VANCOUVER A1 V6C2X8 BRITISH COLUMBIA, CANADA true true false false Chief Executive Officer false Common Stock 2024-01-25 4 M false 74052 A 411135 D Common Stock 2024-01-25 4 F false 37026 D 374109 D Common Stock 2024-01-25 4 M false 68160 A 442269 D Common Stock 2024-01-25 4 F false 34080 D 408189 D Common Stock 31931 I Through family members Common Stock 200000 I Through Holdco Performance Restricted Stock Units 2024-01-24 4 A false 109934 A Common Stock 109934 272395 D Restricted Stock Units 2024-01-24 4 A false 2417 A Common Stock 2417 134100 D Restricted Stock Units 2024-01-24 4 A false 73289 A Common Stock 73289 207389 D Performance Restricted Stock Units 2024-01-25 4 M false 74052 D Common Stock 74052 222395 D Restricted Stock Units 2024-01-25 4 M false 68160 D Common Stock 68160 139229 D In accordance with the Company's Equity Incentive Plan (the "Equity Incentive Plan"), Performance Restricted Stock Units (as defined in the Equity Incentive Plan) convert into common stock on a one-for-one basis. In accordance with the Company's Equity Incentive Plan (the "Equity Incentive Plan"), Restricted Stock Units (as the defined in the Equity Incentive Plan) convert into common stock on a one-for-one basis. The Reporting Person disclaims beneficial ownership of these securities as this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities for the purposes of Section 16 or any other purpose. Each Performance Restricted Stock Unit ("PSU") represent a contigent right to receive shares of the Issuer's Common Stock. On January 24, 2024, the reporting person was granted 109,934 Performance Restricted Stock Units. Pursuant to the terms of the award agreement governing the Performance Restricted Stock Units, the number of underlying shares of the Company's common stock that the reporting person may ultimately become entitled to receive at the time of vesting will range from 50% to 150% of the number of Performance Restricted Stock Units initially granted, subject to certain relative total stockholder return conditions being met during the measurement period that begins on January 1, 2024 and ends on December 31, 2026. Dividend equivalent rights were granted in the applicable award agreement and accrue with respect to these Performance Restricted Stock Units when and as dividends are paid on the Company's stock. Vested shares will be delivered to the reporting person promptly upon vesting of the related performance restricted stock units. The units represent Restricted Stock Units issuable to the Reporting Person as a dividend equivalency payment with respect to Restricted Stock Units previously issued to the Reporting Person which vest in three substantially equal installments on each of the first three annual anniversaries of the initial Grant Date, generally subject to the Participant's continued employment through each applicable vesting date. The Restricted Stock Units reported herein shall vest on the same date and under the same terms as the underlying Restricted Stock Units with respect of which these dividend equivalency units vest. Vested shares will be delivered to the reporting person promptly upon vesting of the related restricted stock units. In accordance with the Equity Incentive Plan, the Restricted Stock Units (and related dividend equivalent rights) shall vest in three substantially equal installments on each of the first three annual anniversaries of their initial grant date, generally subject to the grantee's continued service through each applicable vesting date. As previously reported, on January 25, 2021, the reporting person was granted 50,000 PSUs (the "Target PSUs"), and depending on the level of achievement of certain performance goals during the three-year performance period ending December 31, 2023 (the "Measurement Period"), the actual number of PSUs earned could range from 50% to 150% of the Target PSUs. On January 25, 2024, 74,052 PSUs vested based on the achievement of certain performance goals during the Measurement Period. On January 25, 2024, the Compensation Committee of the Board of Directors of the Issuer certified the Reporting Person's achievement relative to the applicable performance objectives during the Measurement Period and approved the vesting of the PSU's with respect to these shares. Dividend equivalent units accrued with respect to these PSUs when and as dividends were paid on the Issuer's Common Stock. The number of derivative securities in column 5 include 11,710 vested dividend equivalent units. The restricted stock units reported herein have vested and converted to common shares as at January 25, 2024. /s/ James Farrar 2024-01-26