| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | CVA | Common Stock, $.10 par value | Disposed to Issuer | -138K | -100% | 0 | Nov 30, 2021 | Direct | F1 | ||
| transaction | CVA | Common Stock, $.10 par value | Disposed to Issuer | -7.73M | -100% | 0 | Nov 30, 2021 | Refer to footnote 2 | F1, F2 | ||
| transaction | CVA | Common Stock, $.10 par value | Disposed to Issuer | -1.49M | -100% | 0 | Nov 30, 2021 | Refer to footnote 3 | F1, F3 | ||
| transaction | CVA | Common Stock, $.10 par value | Disposed to Issuer | -1.7M | -100% | 0 | Nov 30, 2021 | Refer to footnote 4 | F1, F4 | ||
| transaction | CVA | Common Stock, $.10 par value | Disposed to Issuer | -2.03M | -100% | 0 | Nov 30, 2021 | Refer to footnote 5 | F1, F5 | ||
| transaction | CVA | Common Stock, $.10 par value | Disposed to Issuer | -25.4K | -100% | 0 | Nov 30, 2021 | Refer to footnote 6 | F1, F6 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | CVA | Restricted Stock Units | Disposed to Issuer | -241K | -100% | 0 | Nov 30, 2021 | Common Stock, $.10 par value | 241K | Direct | F7 |
Samuel Zell is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | Pursuant to the merger agreement between EQT Infrastructure and the Issuer, effective as of the date of the merger these shares of the Issuer's common stock were canceled and converted into the right to receive $20.25 in cash per share (the "Merger Consideration"). |
| F2 | Such shares are beneficially owned by SZ Investments, L.L.C. ("SZI"). SZI is indirectly owned by trusts established for the benefit of Samuel Zell and members of his family (the "Trusts"). The Trustee of the Trusts is Chai Trust Company, LLC, of which Samuel Zell is neither an officer nor a director, and thus he disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
| F3 | Such shares are beneficially owned by certain charitable foundations established by Samuel Zell and members of his family (the "Zell Family Foundations"). Chai Trust Company, LLC is the investment manager of each of the Zell Family Foundations. Samuel Zell disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
| F4 | Such shares are beneficially owned by certain Trusts and thus Samuel Zell disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
| F5 | Such shares are beneficially owned by EGI-Fund (05-07) Investors, L.L.C. ("05-07"), which is indirectly owned by the Trusts and thus Samuel Zell disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
| F6 | Such shares of Common Stock are beneficially owned by the Helen Zell Revocable Trust ("HZRT"). Samuel Zell's spouse, Helen Zell, is the trustee of HZRT. Samuel Zell disclaims beneficial ownership of such shares held by HZRT except to the extent of his pecuniary interest therein. |
| F7 | These restricted stock units, which represented the contingent right to receive one share of Issuer's common stock, were canceled in the merger and converted into the right to receive a cash payment equal to the product of (i) the total number of shares of the Issuer's common stock underlying the restricted stock units multiplied by (ii) the Merger Consideration. |