Common Stock and Other Equity Related Transactions

12 Months Ended

Dec. 31, 2014

Employee Stock Purchase Plan Purchase Price Of Shares

The common stock may be purchased monthly at a price equal to 85% of the lesser of: (a) the closing price for a share of common stock on the last day of the offering period; and (b) the closing price for a share of common stock on the first day of the offering period.

Common Stock and Other Equity Related Transactions

Common Stock and Other Equity Related Transactions

We adopted the 1997 Non-Qualified Employee Stock Purchase Plan (“ESPP”) in July 1997. Pursuant to the ESPP, as amended on May 3, 2006, certain of our employees and directors may each annually acquire up to $250,000 of our common stock. The aggregate number of shares of common stock available under the ESPP shall not exceed 2,000,000, subject to adjustment by our Board of Directors. The common stock may be purchased monthly at a price equal to 85% of the lesser of: (a) the closing price for a share of common stock on the last day of the offering period; and (b) the closing price for a share of common stock on the first day of the offering period. Shares of common stock issued through the ESPP for the years ended December 31, 2014, 2013 and 2012 were 30,739, 18,411 and 30,154, respectively.

On November 25, 2013, we amended our charter to increase from 100,000,000 to 200,000,000 the number of shares of common stock, par value $0.01 per share, we are authorized to issue.

The following table presents the changes in our outstanding common stock for the years ended December 31, 2014, 2013 and 2012 (excluding OP Units of 7,231,967, 7,667,723, and 7,456,320 outstanding at December 31, 2014, 2013 and 2012, respectively):

	2014		2013		2012
Shares outstanding at January 1,	83,313,677		83,193,310		82,156,400
Common stock issued through conversion of OP Units	435,756		29,566		749,814
Common stock issued through exercise of options	—		20,000		160,000
Common stock issued through stock grants	186,666		173,332		177,998
Common stock issued through ESPP and Dividend Reinvestment Plan	31,203		19,013		31,108
Common stock repurchased and retired	(87,523	)	(121,544	)	(82,010	)
Shares outstanding at December 31,	83,879,779		83,313,677		83,193,310

During the years ended December 31, 2014, 2013 and 2012, we repurchased shares of common stock representing common stock surrendered by officers to satisfy income tax withholding obligations due as a result of the vesting of restricted stock grants at a weighted average price of $51.62, $36.48 and $33.31 per share, respectively.

As of December 31, 2014 and 2013, ELS’ percentage ownership of the Operating Partnership was approximately 92.1% and 91.6%, respectively. The remaining approximately 7.9% and 8.4%, respectively, was owned by the Common OP Unitholders.

The following regular quarterly distributions have been declared and paid to common stockholders and common OP Unit non-controlling interests since January 1, 2012:

Distribution Amount Per Share	For the Quarter Ending	Stockholder Record Date	Payment Date
$0.2188	March 31, 2012	March 30, 2012	April 13, 2012
$0.2188	June 30, 2012	June 29, 2012	July 13, 2012
$0.2188	September 30, 2012	September 28, 2012	October 12, 2012
$0.2188	December 31, 2012	December 14, 2012	December 28, 2012
$0.2500	March 31, 2013	March 28, 2013	April 12, 2013
$0.2500	June 30, 2013	June 28, 2013	July 12, 2013
$0.2500	September 30, 2013	September 27, 2013	October 11, 2013
$0.2500	December 31, 2013	December 27, 2013	January 10, 2014
$0.3250	March 31, 2014	March 28, 2014	April 11, 2014
$0.3250	June 30, 2014	June 27, 2014	July 11, 2014
$0.3250	September 30, 2014	September 26, 2014	October 10, 2014
$0.3250	December 31, 2014	December 26, 2014	January 9, 2015

On September 6, 2012, we entered into equity distribution agreements with sales agents, pursuant to which we may sell, from time to time, shares of our common stock, par value $0.01 per share, having an aggregate offering price of up to $125.0 million. We have not sold any common stock to date under the equity distribution agreements.

On May 8, 2012, the ability to issue shares upon conversion of the Series A Preferred Stock was approved by our common stockholders. As a result, the Series A Preferred Stock has been classified as redeemable interests within permanent equity on our Consolidated Balance Sheet.

On August 9, 2012, we announced an offer to acquire all of the 8,000,000 outstanding Series A Preferred Stock in exchange for one newly issued depositary share plus cash equal to the amount of all unpaid distributions accrued on such tendered Series A Preferred Stock. On September 14, 2012, we issued 54,458 shares of our Series C Preferred Stock with a liquidation value of $2,500.00 per share, which are represented by depositary shares as described below. Also on September 14, 2012, we exchanged 5,445,765 shares of our Series A Preferred Stock for 5,445,765 depositary shares, each representing 1/100^th of a share of our Series C Preferred Stock with a liquidation value of $25.00 per depositary share, plus accrued and unpaid dividends of $0.3849625 per share of Series A Preferred Stock.

On October 18, 2012, we redeemed the remaining 2,554,235 shares of Series A Preferred Stock at the $25.00 per share liquidation value plus accrued and unpaid dividends of $0.0948460 per share on such redeemed shares for approximately $64.1 million.