Samuel Zell - Feb 9, 2022 Form 4 Insider Report for Equity Commonwealth (EQC)

Role
Director, Chairman of the Board
Signature
/s/ Orrin S. Shifrin, attorney-in-fact
Stock symbol
EQC
Transactions as of
Feb 9, 2022
Transactions value $
$0
Form type
4
Date filed
2/11/2022, 07:09 AM
Previous filing
Jan 28, 2022
Next filing
Mar 2, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction EQC Common Shares of Beneficial Interest Options Exercise +56.1K +7.96% 761K Feb 9, 2022 See footnote F1, F2
transaction EQC Common Shares of Beneficial Interest Award +19.3K +2.54% 780K Feb 9, 2022 See footnote F1, F2
holding EQC Common Shares of Beneficial Interest 2.58M Feb 9, 2022 See footnote F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction EQC Restricted Share Units Options Exercise -56.1K -100% 0 Feb 9, 2022 Common Shares of Beneficial Interest 56.1K See footnote F2, F4, F5
transaction EQC Restricted Share Units Award +19.3K 19.3K Feb 9, 2022 Common Shares of Beneficial Interest 19.3K See footnote F2, F4, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each Common Share of Beneficial Interest of Equity Commonwealth ("Common Share") was received in exchange for one Restricted Share Unit ("RSU"), subject to the terms and conditions set forth in the applicable Equity Commonwealth equity compensation plan and the applicable RSU agreement for the Reporting Person. Reflects Common Shares that were issued as a result of certain performance criteria being met with respect to previously granted RSUs, and a portion of such RSUs vesting on the Transaction Date.
F2 These shares/units, as applicable, are held by the Samuel Zell Revocable Trust, of which the Reporting Person is the trustee and a beneficiary.
F3 These shares are held by EGI-CW Holdings, L.L.C. ("EGI-CW"), which is indirectly controlled by Chai Trust Company, LLC ("Chai"). Two entities, in which trusts established for the benefit of the family of the Reporting Person, the trustee of each of which is Chai, indirectly own interests, are members of EGI-CW. The Reporting Person is not an officer or a director of Chai and does not have voting or dispositive power over the shares, and therefore disclaims beneficial ownership thereof, except to the extent of any pecuniary interest therein indirectly held by his family.
F4 Each RSU represents the right to receive one Common Share, subject to the terms and conditions set forth in the applicable Equity Commonwealth equity compensation plan and the applicable RSU agreement for the Reporting Person.
F5 On February 9, 2021, the Reporting Person received 112,155 RSUs as a result of certain performance criteria being met with respect to previously granted RSUs, vesting in two equal installments on February 9, 2021 and in February of 2022, subject to the Reporting Person's continued service with Equity Commonwealth through such date.
F6 Reflects RSUs that were issued to the Reporting Person as a result of certain performance criteria being met with respect to previously granted RSUs. These RSUs will vest in February of 2023, subject to the Reporting Person's continued service with Equity Commonwealth through such date.