Statement of Changes in Beneficial Ownership (4)
March 25 2022 - 04:29PM
Edgar (US Regulatory)
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FORM 4
[X] 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
hours per response... 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
|
|
| 1. Name
and Address of Reporting Person * MOTLAGH
KATHERINE |
2. Issuer Name and Ticker or Trading
Symbol CyrusOne Inc. [ CONE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)_____
Director _____
10% Owner
__X__ Officer (give title
below) _____ Other
(specify below)
EVP & CFO |
|
(Last)
(First)
(Middle)
C/O CYRUSONE INC., 2850 N HARWOOD ST STE 2200 |
3. Date of Earliest Transaction (MM/DD/YYYY)
3/25/2022
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|
(Street)
DALLAS, TX 75201
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person |
Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned
|
1.Title of Security
(Instr. 3) |
2. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. 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 |
|
Common Stock |
3/25/2022 |
|
D |
|
27443 (1) |
D |
(1) |
0 |
D |
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Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
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 |
|
LTIP Units |
(2) |
3/25/2022 |
|
A |
|
30210 |
|
(2) |
(2) |
Common Stock |
30210 |
(2) |
30210 |
D |
|
|
LTIP Units |
(3) |
3/25/2022 |
|
D |
|
|
34526 |
(3) |
(3) |
Common Stock |
34526 |
(3) |
0 |
D |
|
| Explanation of
Responses: |
| (1) |
Pursuant to the Agreement
and Plan of Merger, dated as of November 14, 2021 (the "Merger
Agreement"), by and among CyrusOne Inc., a Maryland corporation
(the "Company"), Cavalry Parent L.P., a Delaware limited
partnership ("Parent"), and Cavalry Merger Sub LLC, a Delaware
limited liability company and a wholly-owned subsidiary of Parent,
at the effective time of the merger (the "Effective Time"), (i)
each share of Common Stock converted into the right to receive a
lump-sum cash payment, without interest, equal to $90.50 (the
"Merger Consideration") and (ii) each outstanding restricted stock
unit was canceled and converted into the right to receive a
lump-sum cash payment, without interest, equal to the Merger
Consideration, plus the amount of any accrued dividend equivalents
on such stock unit that remained unpaid at the Effective Time,
which will be subject to the same vesting terms and conditions as
the underlying stock unit. |
| (2) |
Represents vesting of LTIP
Units in the Company's operating partnership, CyrusOne L.P., at the
maximum level in accordance with the terms of the Merger
Agreement. |
| (3) |
Pursuant to the Merger
Agreement, at the Effective Time, each outstanding LTIP Unit was
canceled and converted into the right to receive a lump-sum cash
payment, without interest, equal to the product of the number of
shares of Common Stock into which such LTIP Unit was convertible
and the Merger Consideration, plus the amount of any declared
distributions with respect to such LTIP Units that remain unpaid at
the Effective Time. |
Reporting
Owners
|
|
Reporting Owner Name / Address |
Relationships
|
|
Director |
10% Owner |
Officer |
Other |
MOTLAGH KATHERINE
C/O CYRUSONE INC.
2850 N HARWOOD ST STE 2200
DALLAS, TX 75201 |
|
|
EVP & CFO |
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Signatures
|
|
/s/ Robert M. Jackson,
Attorney-in-fact |
|
3/25/2022 |
| **Signature
of Reporting Person |
Date |
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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 control number. |
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