James Farrar - Jan 25, 2022 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 25, 2022
Transactions value $: $0
Form type: 4
Date filed: 1/27/2022, 10:59 AM
Previous filing: Oct 25, 2021
Next filing: Apr 26, 2022

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	Restricted Stock Units	Award		+1.15K	+1.14%		102K	Jan 25, 2022	Common Stock	1.15K		Direct	F1, F2, F3
transaction	CIO	Restricted Stock Units	Award		+74.3K	+72.66%		177K	Jan 25, 2022	Common Stock	74.3K		Direct	F1, F3, F4
transaction	CIO	Performance Restricted Stock Units	Award		+37.5K	+41.67%		128K	Jan 25, 2022	Common Stock	37.5K		Direct	F1, F3, F5

* 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"), Restricted Stock Units (as defined in the Equity Incentive Plan) convert into common stock on a one-for-one basis.
F2	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 reporting person's continued service 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.
F3	Vested shares will be delivered to the reporting person promptly upon vesting of the related restricted stock units.
F4	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 employment through each applicable vesting date.
F5	On January 25, 2022, the reporting person was granted 37,500 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, 2022 and ends on December 31, 2024. Dividend equivalent rights accrue with respect to these Performance Restricted Stock Units when and as dividends are paid on the Company's common stock.