Statement of Changes in Beneficial Ownership (4)
11 Fevereiro 2020 - 6:36PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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HELFAND DAVID |
2. Issuer Name and Ticker or Trading Symbol
Equity Commonwealth
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EQC
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President & CEO |
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(Last)
(First)
(Middle)
C/O EQUITY COMMONWEALTH, TWO NORTH RIVERSIDE PLAZA, SUITE 2100 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/7/2020 |
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(Street)
CHICAGO, IL 60606
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Shares of Beneficial Interest | 2/7/2020 | | M | | 64663 (1) | A | (1) | 706640 | D | |
| Common Shares of Beneficial Interest | 2/7/2020 | | A | | 70676 (1) | A | (1) | 777316 | D | |
| Common Shares of Beneficial Interest | 2/7/2020 | | F | | 75420 (2) | D | $32.77 | 701896 | D | |
| Common Shares of Beneficial Interest | | | | | | | | 290 | I | See footnote (3) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code
(Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) | 8. Price of Derivative Security
(Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Restricted Share Units | (4) | 2/7/2020 | | M | | | 64663 | (5) | (5) | Common Shares of Beneficial Interest | 64663.0 | (4) | 0 | D | |
| Restricted Share Units | (4) | 2/7/2020 | | A | | 70676 | | (6) | (6) | Common Shares of Beneficial Interest | 70676.0 | (4) | 70676 | D | |
| Explanation of Responses: |
| (1) | Each Common Share of Beneficial Interest of Equity Commonwealth ("Common Share") was received in exchange for one Restricted Share Unit ("RSU"), subject to the terms and conditions set forth in the applicable Equity Commonwealth equity compensation plan and the applicable RSU agreement for the Reporting Person. Reflects Common Shares that were issued to the Reporting Person as a result of certain performance criteria being met with respect to previously granted RSUs and a portion of such RSUs vesting on the Transaction Date. |
| (2) | Reflects Common Shares surrendered to the Issuer to satisfy tax withholding obligations in connection with the vesting of restricted Common Shares and RSUs. |
| (3) | These shares are held by EGI-CW Holdings, L.L.C. ("EGI-CW"). The Reporting Person is a member of EGI-Fund (14-16) Investors, L.L.C. ("EGI-Fund (14-16)"), which is a member of EGI-CW. The shares reported represent only the number of shares in which the Reporting Person has a pecuniary interest in accordance with his proportionate interest in EGI-Fund (14-16). |
| (4) | Each RSU represents the right to receive one Common Share, subject to the terms and conditions set forth in the applicable Equity Commonwealth equity compensation plan and the applicable RSU agreement for the Reporting Person. |
| (5) | On February 8, 2019, the Reporting Person received 129,326 RSUs as a result of certain performance criteria being met with respect to previously granted RSUs, vesting in two equal installments on February 8, 2019 and in February of 2020, subject to the Reporting Person's continued employment with Equity Commonwealth through such date. |
| (6) | Reflects RSUs that were issued to the Reporting Person as a result of certain performance criteria being met with respect to previously granted RSUs. These RSUs will vest in February of 2021, subject to the Reporting Person's continued employment with Equity Commonwealth through such date. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
HELFAND DAVID
C/O EQUITY COMMONWEALTH
TWO NORTH RIVERSIDE PLAZA, SUITE 2100
CHICAGO, IL 60606 | X |
| President & CEO |
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Signatures
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| /s/ Orrin S. Shifrin, attorney-in-fact | | 2/11/2020 |
| **Signature of Reporting Person | Date |
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