On December 31, 2016, 113,518,212 shares of common stock of MAA and 4,220,403 partnership units in the Operating Partnership (excluding the units held by the Operating Partnership) were issued and outstanding, representing a total of 117,738,615 shares and units. At December 31, 2015, 75,408,571 shares of common stock of MAA and 4,162,996 partnership units in the Operating Partnership were outstanding, representing a total of 79,571,567 shares and units. There were 147,282 outstanding options as of December 31, 2016 compared to 58,112 outstanding options as of December 31, 2015.

During the year ended December 31, 2016, 22,067 shares of our common stock were acquired from employees to satisfy minimum tax withholding obligations that arose upon vesting of restricted stock granted pursuant to approved plans. During the year ended December 31, 2015, 11,914 shares were acquired for these purposes.

Preferred Stock

As of December 31, 2016, we had one outstanding series of cumulative redeemable preferred stock which was issued pursuant to the Merger and has the following characteristics:

Description

Outstanding Shares

Liquidation Preference⁽²⁾

Optional Redemption Date

Redemption Price ⁽¹⁾

Stated Dividend Yield

Approximate Dividend Rate

(per share)

Series I

867,846

$50.00

10/1/2026

$50.00

8.50%

$4.25

⁽¹⁾The redemption price is the price at which the preferred stock is redeemable, at our option, for cash.

⁽²⁾The total liquidation preference for outstanding preferred stock is $43.4 million.

As discussed in Note 2, these shares of preferred stock were issued in connection with the Merger.

Noncontrolling Interest

Noncontrolling interest in the accompanying Consolidated Financial Statements relates to the limited partnership interest in the Operating Partnership owned by the holders of the Class A limited partner units of the Operating Partnership, or Class A Units. MAA is the sole general partner of the Operating Partnership and holds all of the outstanding Class B general partner units of the Operating Partnership, or Class B Units. Net income (after allocations to preferred ownership interests) is allocated to MAA and the noncontrolling interest based on their respective ownership percentages of the Operating Partnership. Issuance of additional Class A Units or Class B Units changes the ownership percentage of both the noncontrolling interest and MAA. The issuance of Class B Units generally occurs when MAA issues common stock and the issuance proceeds are contributed to the Operating Partnership in exchange for Class B Units equal to the number of shares of common stock issued. At each reporting period, the allocation between total MAA shareholders’ equity and Noncontrolling interest is adjusted to account for the change in the respective percentage ownership of the underlying equity of the Operating Partnership.

MAA’s Board of Directors established economic rights in respect to each Class A Unit that were equivalent to the economic rights in respect to each share of MAA common stock. The holders of Class A Units may redeem each of their units in exchange for one share of common stock in MAA or cash, at the option of MAA. At December 31, 2016, a total of 4,220,403 Class A Units were outstanding and redeemable to MAA by the holders of the units for 4,220,403 shares of MAA common stock or approximately $413.3 million, based on the closing price of MAA’s common stock on December 31, 2016 of $97.92 per share, at MAA’s option. At December 31, 2015, a total of 4,162,996 Class A Units were outstanding and redeemable to MAA by the holders of the units for 4,162,996 shares of MAA common stock or approximately $378.0 million, based on the closing price of MAA’s common stock on December 31, 2015 of $90.81 per share, at MAA’s option.

The Operating Partnership pays the same per unit distribution in respect to the Class A Units as the per share distribution MAA pays in respect to the common stock. Operating Partnership net income for 2016, 2015 and 2014 was allocated approximately 5.0%, 5.2% and 5.3%, respectively, to holders of Class A Units and 95.0%, 94.8% and 94.7%, respectively, to MAA as the holder of all Class B Units.

MAA further determined that the noncontrolling interests in its consolidated real estate entity totaling $2.3 million (see Note 1 - Organization and Summary of Significant Accounting Policies) met the criterion to be classified and accounted for as a component of permanent equity.

Direct Stock Purchase and Distribution Reinvestment Plan

MAA has a Dividend and Distribution Reinvestment and Share Purchase Plan, or DRSPP, pursuant to which MAA’s shareholders have the ability to reinvest all or part of their distributions from MAA’s stock and holders of Class A Units have the ability to reinvest all or part of their distributions from MAALP into MAA’s common stock. The DRSPP also provides the opportunity to make optional cash investments in MAA's common stock of at least $250, but not more than $5,000 in any given month, free of brokerage commissions and charges. MAA, in its absolute discretion, may grant waivers to allow for optional cash payments in excess of $5,000. To fulfill its obligations under the DRSPP, MAA may either issue additional shares of common stock or repurchase common stock in the open market. MAA has registered with the SEC the offer and sale of up to 9,600,000 shares of common stock pursuant to the DRSPP. MAA may elect to sell shares under the DRSPP at up to a 5% discount.

Shares of common stock totaling 7,906 in 2016, 8,562 in 2015, and 9,055 in 2014 were acquired by shareholders under the DRSPP. MAA did not offer a discount for optional cash purchases in 2016, 2015 or 2014.

At the Market Offering

On December 9, 2015, we entered into distribution agreements with J.P. Morgan Securities, LLC, BMO Capital Markets Corp. and KeyBanc Capital Markets Inc. to sell up to an aggregate of 4.0 million shares of common stock, from time-to-time in at-the-market offerings or negotiated transactions through controlled equity offering programs, or ATMs. As of December 31, 2016, there were 4.0 million shares remaining under the ATM program.

During the years ended December 31, 2016 and 2015, MAA did not sell any shares of common stock under its ATMs. As of December 31, 2016, there were 4.0 million shares available for issuance under MAA's ATMs.

Stock Repurchase Plan

In 1999, MAA’s Board of Directors approved a stock repurchase plan to acquire up to a total of 4.0 million shares of MAA’s common stock. As of December 8, 2015, MAA had repurchased and retired approximately 1.9 million shares of common stock for a cost of approximately $42.0 million at an average price per common share of $22.54. No shares were repurchased in 2002 through 2016 under the plan. On December 8, 2015, MAA's Board of Directors authorized us to repurchase up to 4.0 million shares of MAA common stock, which represented approximately 5.3% of MAA's common stock outstanding at the time of such authorization. This December 2015 authorization replaced and superseded the 1999 plan, under which approximately 2.1 million shares remained at the time of the December 2015 authorization. No shares were repurchased from December 8, 2015 through December 31, 2016 under the current authorization.

Exercise of Stock Options

During the years ended December 31, 2015 and 2014, we issued 7,342 shares and 270,459 shares, respectively, related to the exercise of stock options. These exercises resulted in proceeds of $0.4 million and $12.2 million, respectively. There were no stock options exercised in 2016.