Statement of Changes in Beneficial Ownership (4)
October 02 2017 - 4:55PM
Edgar (US Regulatory)
FORM 4
[
X
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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).
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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
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1. Name and Address of Reporting Person
*
Milkovich Robert
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2. Issuer Name
and
Ticker or Trading Symbol
FIRST POTOMAC REALTY TRUST
[
FPO
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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)
President, CEO and COO
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(Last)
(First)
(Middle)
C/O FIRST POTOMAC REALTY TRUST, 7600 WISCONSIN AVENUE, 11TH FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
10/2/2017
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(Street)
BETHESDA, MD 20814
(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 Shares
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10/2/2017
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A
(1)
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96860
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A
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$0
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493400
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D
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Common Shares
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10/2/2017
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A
(2)
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31450
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A
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$0
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524850
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D
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Common Shares
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10/2/2017
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D
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524850
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D
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(3)
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0
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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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Represents fully vested restricted common shares issued upon settlement of awards granted under the 2009 Equity Compensation Plan pursuant to the terms of Look-Back LTI Awards (as defined in the Agreement and Plan of Merger, dated as of June 27, 2017, among First Potomac Realty Trust, First Potomac Realty Investment Limited Partnership (the "Company"), Government Properties Income Trust ("GOV"), GOV NEW OPPTY REIT, a wholly-owned subsidiary of GOV ("REIT Merger Sub"), and GOV NEW OPPTY LP, a majority-owned subsidiary of REIT Merger Sub and wholly-owned subsidiary of GOV (the "Merger Agreement")).
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(2)
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Represents fully vested restricted common shares awarded under the 2009 Equity Compensation Plan in accordance with the terms of the applicable award agreement upon settlement of performance-based restricted shares that were previously issued at the "target" performance level, and which vested at the "stretch" performance level, based upon achievement of relative and absolute total shareholder return goals measured over the performance period from February 22, 2016 through the day immediately prior to the closing of the merger transactions effected pursuant to the Merger Agreement.
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(3)
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Disposed of pursuant to the terms of the Merger Agreement in exchange for $11.15 in cash per share, without interest, less any applicable tax withholding.
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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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Milkovich Robert
C/O FIRST POTOMAC REALTY TRUST
7600 WISCONSIN AVENUE, 11TH FLOOR
BETHESDA, MD 20814
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President, CEO and COO
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Signatures
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Samantha S. Gallagher, EVP and General Counsel, Attorney in fact for Robert Milkovich
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10/2/2017
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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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