Statement of Changes in Beneficial Ownership (4)
January 31 2020 - 5:32PM
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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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
*
Davis Brian M |
2. Issuer Name and Ticker or Trading Symbol
CatchMark Timber Trust, Inc.
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CTT
]
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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) CEO and President |
(Last)
(First)
(Middle)
CATCHMARK TIMBER TRUST, INC., 5 CONCOURSE PARKWAY, SUITE 2650 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/29/2020 |
(Street)
ATLANTA, GA 30328
(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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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 |
LTIP units (1)(2) | (2) | 1/29/2020 | | A | | 15411 | | (2) | (2) | Common Stock (2) | (2) | $0 | 15411 | D | |
Explanation of Responses: |
(1) | Reflects limited partnership units ("LTIP units") in the issuer's operating partnership, CatchMark Timber Operating Partnership, L.P., of which the issuer is the general partner and owns 99.99% of the common units, originally granted on November 29, 2018 that were subject to performance-based vesting criteria over a 3-year performance period from January 1, 2017 to December 31, 2019. The LTIP units were earned upon the achievement of pre-established performance goals related to (i) relative TSR as compared to 2 pre-established peer groups comprised of companies within the timber industry and the lumber, paper and packaging industry (50%); (ii) relative TSR as compared to the Russell 3000 Index (30%); and (iii) relative TSR compared to the NCREIF Timberland Index) (20%). The issuer's Compensation Committee certified the level of achievement of the performance goals on Jan. 29, 2020. 50% of the earned LTIP units were vested of Jan. 29, 2020 and 50% will vest on Jan. 29, 2021. |
(2) | LTIP units are a class of units structured to qualify as "profits interests" for federal income tax purposes that, subject to certain conditions, including vesting, are convertible by the reporting person into CatchMark Timber Operating Partnership, L.P. common units. For further information about the LTIP units, refer to Note 8-Noncontrolling Interest accompanying the audited financial statements and footnotes included in the issuer's Annual Report on Form 10-K for the year ended December 31, 2018. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Davis Brian M CATCHMARK TIMBER TRUST, INC. 5 CONCOURSE PARKWAY, SUITE 2650 ATLANTA, GA 30328 | X |
| CEO and President |
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Signatures
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/s/ Ying Xiao, under Power of Attorney | | 1/31/2020 |
**Signature of Reporting Person | Date |
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