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