0001567619-22-014251.txt : 20220720 0001567619-22-014251.hdr.sgml : 20220720 20220720172244 ACCESSION NUMBER: 0001567619-22-014251 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220720 FILED AS OF DATE: 20220720 DATE AS OF CHANGE: 20220720 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HAWTHORNE MARIA R CENTRAL INDEX KEY: 0001227459 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10709 FILM NUMBER: 221095107 MAIL ADDRESS: STREET 1: 701 WESTERN AVENUE CITY: GLENDALE STATE: CA ZIP: 91201 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PS BUSINESS PARKS, INC./MD CENTRAL INDEX KEY: 0000866368 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 954300881 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 701 WESTERN AVE CITY: GLENDALE STATE: CA ZIP: 91201 BUSINESS PHONE: (818) 244-8080 MAIL ADDRESS: STREET 1: 701 WESTERN AVE CITY: GLENDALE STATE: CA ZIP: 91201 FORMER COMPANY: FORMER CONFORMED NAME: PS BUSINESS PARKS INC/CA DATE OF NAME CHANGE: 19980318 FORMER COMPANY: FORMER CONFORMED NAME: PUBLIC STORAGE PROPERTIES XI INC DATE OF NAME CHANGE: 19930328 4 1 doc1.xml FORM 4 X0306 4 2022-07-20 1 0000866368 PS BUSINESS PARKS, INC./MD PSB 0001227459 HAWTHORNE MARIA R C/O PS BUSINESS PARKS, INC 701 WESTERN AVENUE GLENDALE CA 91201-2397 1 1 0 0 Interim COO Common Stock 2022-07-20 4 D 0 65234 D 0 D Common Stock 2022-07-20 4 D 0 1495.32 D 0 I By 401(k) Stock Option (Right to Buy) 157.97 2022-07-20 4 D 0 2070 D 2031-04-20 Common Stock 2070 0 D Includes 10,000 previously inadvertently omitted deferred stock units granted under the Company's retirement plan for non-employee directors. Includes 5,000 restricted stock units. On July 20, 2022, pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of April 24, 2022, by and among PS Business Parks, Inc. (the "Company"), Sequoia Parent LP, Sequoia Merger Sub I LLC ("Merger Sub I"), Sequoia Merger Sub II LLC, and PS Business Parks, L.P., Merger Sub I merged with and into the Company (the "Company Merger") and each share of the Company's common stock, par value $0.01 per share ("common stock"), issued and outstanding immediately prior to the effective time of the Company Merger (the "Company Merger Effective Time"), other than certain shares of common stock excluded pursuant to the terms of the Merger Agreement, was automatically cancelled and converted into the right to receive an amount in cash equal to $182.25 per share (the "Per Company Share Merger Consideration"), without interest. [footnote continues in footnote 4 below] The Per Company Share Merger Consideration represents $187.50 per share of common stock as reduced by the $5.25 per share closing cash dividend (the "Closing Cash Dividend") as described in Item 8.01 of the Company's Current Report on Form 8-K filed on July 8, 2022. Pursuant to the Merger Agreement, at the Company Merger Effective Time, each award of deferred stock units (each, a "DSU award") granted under the Company's retirement plan for non-employee directors that was outstanding immediately prior to the Company Merger Effective Time became vested and was converted into a right to receive a cash payment in an amount equal to (i) the number of shares of common stock subject to the DSU award immediately prior to the Company Merger Effective Time multiplied by (ii) the Per Company Share Merger Consideration. In connection with the closing of the Company Merger, individuals holding DSU awards received an additional amount of cash consideration as a deemed dividend equivalent amount in an amount per DSU award equal to the Closing Cash Dividend. Pursuant to the Merger Agreement, at the Company Merger Effective Time, each award of restricted stock units (each, an "RSU award") granted under a Company equity plan that was outstanding immediately prior to the Company Merger Effective Time was automatically cancelled in exchange for a cash payment in an amount equal to (i) the number of shares of common stock subject to the RSU award immediately prior to the Company Merger Effective Time multiplied by (ii) the Per Company Share Merger Consideration. In connection with the closing of the Company Merger, individuals holding RSU awards received an additional amount of cash consideration as a deemed dividend equivalent amount in an amount per RSU award equal to the Closing Cash Dividend. 401(k) plan units that represent interest in common stock. Stock option granted pursuant to the 2012 Equity and Performance-Based Incentive Compensation Plan. Option vests in five (5) equal annual installments beginning one (1) year from the date of grant. This option was previously reported as an option for 2,000 shares of common stock at an exercise price of $163.49, but, pursuant to anti-dilution provisions of the Company's 2012 Equity and Performance-Based Incentive Compensation Plan, was adjusted to reflect the special dividend declared by the Company on December 1, 2021. Pursuant to the Merger Agreement, at the Company Merger Effective Time, each option to purchase shares of common stock outstanding immediately prior to the Company Merger Effective Time was automatically cancelled in exchange for a cash payment in an amount equal to (i) the number of shares of common stock subject to the option immediately prior to the Company Merger Effective Time multiplied by (ii) the excess of the Per Company Share Merger Consideration over the per share exercise price of the option. In connection with the closing of the Company Merger, individuals holding options received an additional amount of cash consideration as a deemed dividend equivalent amount in an amount per option equal to the Closing Cash Dividend. /s/ Nathaniel A. Vitan, Attorney-in-Fact 2022-07-20