FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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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). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
EQUITY OFFICE PROPERTIES TRUST [ EOP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year)
02/09/2007 |
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Com Sh of B.I., p.v. $.01 | 02/09/2007 | D | 66,315 ( 1 ) | D | $55.5 ( 2 ) | 0 | D | |||
Com Sh of B.I., p.v. $.01 | 02/09/2007 | D | 40,244 ( 3 ) | D | $55.5 ( 2 ) | 0 | I | By Spouse |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) |
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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 | ||||||||
Non-Qualifed Share Option (right to buy) | $28.2 | 02/09/2007 | D | 10,000 | 11/15/1998 ( 4 ) | 05/15/2008 | Com Sh of B.I., p.v. $.01 | 10,000 | ( 5 ) | 0 | D | ||||
Non-Qualified Share Option (right to buy) | $21 | 02/09/2007 | D | 42,000 | 01/11/1998 ( 4 ) | 07/11/2007 | Com Sh of B.I., p.v. $.01 | 42,000 | ( 5 ) | 0 | D | ||||
Non-Qualified Share Option (right to buy) | $29.5 | 02/09/2007 | D | 94,500 | 02/17/1998 ( 6 ) | 02/17/2008 | Com Sh of B.I., p.v. $.01 | 94,500 | ( 5 ) | 0 | D | ||||
Non-Qualified Share Option (right to buy) | $28.225 | 02/09/2007 | D | 10,000 | 11/21/1999 ( 4 ) | 05/21/2009 | Com Sh of B.I., p.v. $.01 | 10,000 | ( 5 ) | 0 | D | ||||
Non-Qualified Share Option (right to buy) | $27.462 | 02/09/2007 | D | 10,000 | 11/04/2000 ( 4 ) | 05/04/2010 | Com Sh of B.I., p.v. $.01 | 10,000 | ( 5 ) | 0 | D | ||||
Non-Qualified Share Option (right to buy) | $28.22 | 02/09/2007 | D | 10,000 | 11/22/2001 ( 4 ) | 05/22/2011 | Com Sh of B.I., p.v. $.01 | 10,000 | ( 5 ) | 0 | D | ||||
Non-Qualified Share Option (right to buy) | $29.19 | 02/09/2007 | D | 10,000 | 11/22/2002 ( 4 ) | 05/22/2012 | Com Sh of B.I., p.v. $.01 | 10,000 | ( 5 ) | 0 | D | ||||
Non-Qualified Share Option (right to buy) | $26.89 | 02/09/2007 | D | 5,252 | 12/15/2003 ( 6 ) | 06/15/2013 | Com Sh of B.I., p.v. $.01 | 5,252 | ( 5 ) | 0 | D | ||||
Non-Qualified Share Option (right to buy) | $26.95 | 02/09/2007 | D | 5,388 | 12/01/2004 ( 6 ) | 06/01/2014 | Com Sh of B.I., p.v. $.01 | 5,388 | ( 5 ) | 0 | D | ||||
OP Units (right to exchange for Common Shares) | ( 7 ) | 01/31/2007 | G | V | 55,560 | 07/11/1999 | 12/31/2050 ( 8 ) | Com Sh of B.I., p.v. $.01 | 55,560 | $55.5 ( 9 ) | 118,256 | D | |||
OP Units (right to exchange for Common Shares) | ( 7 ) | 02/09/2007 | D | 118,256 | 07/11/1999 | 12/31/2050 ( 8 ) | Com Sh of B.I., p.v. $.01 | 118,256 | $55.5 ( 9 ) | 0 | D | ||||
OP Units (right to exchange for Common Shares) | ( 7 ) | 01/31/2007 | G | V | 17,318 | 07/11/1999 | 12/31/2050 ( 8 ) | Com Sh of B.I., p.v. $.01 | 17,318 | $55.5 ( 9 ) | 0 | I | By Spouse | ||
Phantom Share Units | ( 10 ) | 02/09/2007 | D | 25,115 | ( 11 ) | ( 11 ) | Com Sh of B.I., p.v. $.01 | 25,115 | ( 12 ) | 0 | D |
Explanation of Responses: |
1. Amount of Common Shares reported in this column reflect a decrease of 8,000 common shares gifted to spouse. |
2. Disposed of pursuant to Agreement and Plan of Merger among issuer, EOP Operating Limited Partnership and affiliates of The Blackstone Group. |
3. Common Shares reported in this column reflect 8,000 Common Shares gifted from Reporting Person and 10,941 Common Shares acquired through dividend reinvesment. |
4. Options for 3,333 common shares vest six months after the grant date; options for an additional 3,333 common shares vest on the first anniversary of the grant date; and options for the remaining 3,334 common shares vest on the second anniversary of the grant date. |
5. Pursuant to the Agreement and Plan of Merger, this option was cancelled and converted into the right to receive a single lump sum cash payment, less applicable withholding taxes, equal to the product of the excess, if any, of $55.50 over the exercise price per share of the Issuer's common shares, times the number of shares subject to such option. |
6. Options for one-third of the common shares vest six months after the grant date; options for an additional 1/3 of the common shares vest on the first anniversary of the grant date; and options for the remaining 1/3 of the common shares vest on the second anniversary of the grant date. |
7. The derivative securities reported herein are Units of Partnership Interest (''OP Units'') of EOP Operating Limited Partnership (''EOPLP''). The Issuer is the sole general partner and a limited partner of EOPLP. Pursuant to the limited partnership agreement of EOPLP, OP Units are redeemable for cash or, at the Issuer's option, into common shares of beneficial interest, par value $.01 (''Common Shares'') of the Issuer on a one-for-one basis. |
8. Due to EDGAR system filing limitations, the Expiration Date is listed as 12/31/2050. The actual Expiration Date of the Derivative Security is 12/31/2095, the expiration date of EOP Operating Limited Partnership. |
9. In connection with the Agreement and Plan of Merger among Issuer, EOP Operating Limited Partnership and affilitates of The Blackstone Group, these OP Units issued and outstanding immediately prior to the effectiveness of the partnership merger were automatically converted into the right to receive $55.50 in cash. |
10. One phantom share unit converts into one Common Share or cash value of one Common Share of the Issuer. |
11. Immediately |
12. The phantom share units settled (exercised) for $55.50 per unit pursuant to Agreement and Plan of Merger among issuer, EOP Operating Limited Partnership and affiliates of The Blackstone Group. |
Remarks: |
By: By Robin Mariella as POA for | 02/13/2007 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |