0001567619-22-014270.txt : 20220720
0001567619-22-014270.hdr.sgml : 20220720
20220720174425
ACCESSION NUMBER: 0001567619-22-014270
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: Wilson Stephen W
CENTRAL INDEX KEY: 0001484044
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-10709
FILM NUMBER: 221095201
MAIL ADDRESS:
STREET 1: C/O PS BUSINESS PARKS, INC.
STREET 2: 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
0001484044
Wilson Stephen W
C/O PS BUSINESS PARKS, INC.
701 WESTERN AVENUE
GLENDALE
CA
91201-2349
1
1
0
0
President and CEO
Common Stock
2022-07-20
4
D
0
10000
D
0
D
Stock Option (Right to Buy)
167.48
2022-07-20
4
D
0
10357
D
2029-07-22
Common Stock
10357
0
D
Stock Option (Right to Buy)
122.93
2022-07-20
4
D
0
2070
D
2030-04-22
Common Stock
2070
0
D
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.
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 3 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.
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 10,000 shares of common stock at an exercise price of $173.33, 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.
This option was previously reported as an option for 2,000 shares of common stock at an exercise price of $127.22, 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.
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.
/s/ Nathaniel A. Vitan, Attorney-in-Fact
2022-07-20