Statement of Changes in Beneficial Ownership (4)
March 25 2022 - 4:30PM
Edgar (US Regulatory)
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
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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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Nielsen Tod |
2. Issuer Name and Ticker or Trading Symbol
CyrusOne Inc.
[
CONE
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O CYRUSONE INC., 2850 N HARWOOD ST STE 2200 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/25/2022 |
(Street)
DALLAS, TX 75201
(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 | 2/22/2022 | | G |
V
| 5600 (1) | D | $0 | 18381 | D | |
Common Stock | 3/25/2022 | | D | | 18381 (2) | D | (2) | 0 | D | |
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 (3) | (4) | 3/25/2022 | | D | | | 3667 | (4) | (4) | Common Stock | 3667 | (4) | 0 | D | |
Explanation of Responses: |
(1) | Charitable gift. |
(2) | 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"), 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"). |
(3) | Represents LTIP Units in the Company's operating partnership, CyrusOne L.P. |
(4) | 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
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Nielsen Tod C/O CYRUSONE INC. 2850 N HARWOOD ST STE 2200 DALLAS, TX 75201 | X |
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Signatures
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/s/ Robert M. Jackson, Attorney-in-fact | | 3/25/2022 |
**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 control number. |
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