James Farrar - Jan 23, 2025 Form 4 Insider Report for City Office REIT, Inc. (CIO)

Role
Chief Executive Officer, Director
Signature
/s/ James Farrar
Stock symbol
CIO
Transactions as of
Jan 23, 2025
Transactions value $
$0
Form type
4
Date filed
1/27/2025, 05:24 PM
Previous filing
Oct 25, 2024

Transactions Table

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 CIO Performance Restricted Stock Units Award +90K +40.47% 312K Jan 23, 2025 Common Stock 90K Direct F1, F4, F5, F10, F11
transaction CIO Restricted Stock Units Award +2.91K +1.98% 150K Jan 23, 2025 Common Stock 2.91K Direct F2, F6, F7, F11
transaction CIO Restricted Stock Units Award +60K +39.93% 210K Jan 23, 2025 Common Stock 60K Direct F2, F7, F8, F11
transaction CIO Performance Restricted Stock Units Options Exercise -23.9K -8% 275K Jan 24, 2025 Common Stock 23.9K Direct F1, F4, F12
transaction CIO Restricted Stock Units Options Exercise -77.7K -36.97% 133K Jan 24, 2025 Common Stock 77.7K Direct F2, F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 In accordance with the Company's Equity Incentive Plan (the "Equity Incentive Plan"), Performance Restricted Stock Units (as defined in the Equity Incentive Plan) convert into common stock on a one-for-one basis.
F2 In accordance with the Company's Equity Incentive Plan (the "Equity Incentive Plan"), Restricted Stock Units (as the defined in the Equity Incentive Plan) convert into common stock on a one-for-one basis.
F3 The Reporting Person disclaims beneficial ownership of these securities as this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities for the purposes of Section 16 or any other purpose.
F4 Each Performance Restricted Stock Unit ("PSU") represent a contigent right to receive shares of the Issuer's Common Stock.
F5 Vested shares will be delivered to the reporting person promptly upon vesting of the related performance restricted stock units.
F6 The units represent Restricted Stock Units issuable to the Reporting Person as a dividend equivalency payment with respect to Restricted Stock Units previously issued to the Reporting Person which vest in three substantially equal installments on each of the first three annual anniversaries of the initial Grant Date, generally subject to the Participant's continued employment through each applicable vesting date. The Restricted Stock Units reported herein shall vest on the same date and under the same terms as the underlying Restricted Stock Units with respect of which these dividend equivalency units vest.
F7 Vested shares will be delivered to the reporting person promptly upon vesting of the related restricted stock units.
F8 In accordance with the Equity Incentive Plan, the Restricted Stock Units (and related dividend equivalent rights) shall vest in three substantially equal installments on each of the first three annual anniversaries of their initial grant date, generally subject to the grantee's continued service through each applicable vesting date.
F9 The restricted stock units reported herein have vested and converted to common shares as at January 24, 2025.
F10 On January 23, 2025, the reporting person was granted 90,000 Performance Restricted Stock Units. Pursuant to the terms of the award agreement governing the Performance Restricted Stock Units, the number of underlying shares of the Company's common stock that the reporting person may ultimately become entitled to receive at the time of vesting will range from 50% to 150% of the number of Performance Restricted Stock Units initially granted, subject to certain relative total stockholder return conditions being met during the measurement period that begins on January 1, 2025 and ends on December 31, 2027. Dividend equivalent rights were granted in the applicable award agreement and accrue with respect to these Performance Restricted Stock Units when and as dividends are paid on the Company's stock.
F11 Pursuant to the Acknowledgement Agreement between the Company and the Reporting Person, to the extent that future vesting could otherwise be inconsistent with the annual limitation set forth in Section 6 of the Equity Incentive Plan, the number of shares issuable pursuant to such vesting shall not exceed the Annual Limitation.
F12 As previously reported, on January 25, 2022 the reporting person was granted 37,500 PSUs (the "Target PSUs"), and depending on the level of achievement of certain performance goals during the three-year performance period ending December 31, 2024 (the "Measurement Period"), the actual number of PSUs earned could range from 50% to 150% of the Target PSUs. On January 24, 2025, 23,891 PSUs vested based on the achievement of certain performance goals during the Measurement Period. On January 24, 2025, the Compensation Committee of the Board of Directors of the Issuer certified the Reporting Person's achievement relative to the applicable performance objectives during the Measurement Period and approved the vesting of the PSU's with respect to these shares. Dividend equivalent units accrued with respect to these PSUs when and as dividends were paid on the Issuer's Common Stock. The number of derivative securities in column 5 include 5,141 vested dividend equivalent units.