Statement of Changes in Beneficial Ownership (4)
May 29 2018 - 4:59PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
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0.5
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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
*
Prescott Thomas R.
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2. Issuer Name
and
Ticker or Trading Symbol
Piedmont Office Realty Trust, Inc.
[
PDM
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
EVP-Midwest Region
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(Last)
(First)
(Middle)
5565 GLENRIDGE CONNECTOR, STE. 450
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3. Date of Earliest Transaction
(MM/DD/YYYY)
5/24/2018
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(Street)
ATLANTA, GA 30342
(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 Stock
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5/24/2018
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D
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502
(1)
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D
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$18.64
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33100
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D
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Common Stock
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5/24/2018
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F
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442
(2)
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D
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$18.64
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32658
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D
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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)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(1)
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Of the 2,009 shares that vested on May 24, 2018, representing 25% of an initial award granted on May 24, 2016, Mr. Prescott elected to defer 25% of the award (equivalent of 502 shares) into the Piedmont Office Realty Trust, Inc. (the "Issuer") Executive NonQualified Deferred Compensation Plan ("NQDCP") (approved by the Board of Directors of the Issuer on December 5, 2013). A cash contribution approximating the dollar vale of the amount to be deferred will be covered by a Rabbi Trust established by the Issuer. Under the terms of the NQDCP, the dollar amount of the deferral is credited to the Rabbi Trust instead of crediting shares to the participant's share account. The investments of the Rabbi Trust will be substantially the same as the investments selected under the Issuer's 401(k) plan, including various mutual funds, but will not include ownership of Issuer common stock. Payouts under the NQDCP will be made only in cash.
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(2)
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In connection with the vesting of 1,507 shares of deferred stock on May 24, 2018, representing shares vested net of deferral into the NQDCP mentioned above, 442 shares were forfeited by the employee and delivered to the Company to satisfy tax withholding obligations.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Prescott Thomas R.
5565 GLENRIDGE CONNECTOR
STE. 450
ATLANTA, GA 30342
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EVP-Midwest Region
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Signatures
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/s/ Robert. E. Bowers as Attorney-in-Fact for Thomas R. Prescott
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5/29/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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