Trenton Groves - Jul 20, 2022 Form 4 Insider Report for PS BUSINESS PARKS, INC./MD (PSBYP)

Role: SVP, CAO & Asst. Sec.
Signature: /s/ Nathaniel A. Vitan, Attorney-in-Fact
Stock symbol: PSBYP
Transactions as of: Jul 20, 2022
Transactions value $: $0
Form type: 4
Date filed: 7/20/2022, 05:17 PM
Previous filing: Mar 10, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PSBYP	Common Stock	Disposed to Issuer		-8.75K	-100%		0	Jul 20, 2022	Direct	F1, F2, F3, F4
holding	PSBYP	Depositary Shares Representing Series X Preferred Stock						500	Jul 20, 2022	Direct

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Trenton Groves is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Includes 4,407 restricted stock units.
F2	On July 20, 2022, pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of April 24, 2022, by and among PS Business Parks, Inc. (the "Company"), Sequoia Parent LP, Sequoia Merger Sub I LLC ("Merger Sub I"), Sequoia Merger Sub II LLC, and PS Business Parks, L.P., Merger Sub I merged with and into the Company (the "Company Merger") and each share of the Company's common stock, par value $0.01 per share ("common stock"), issued and outstanding immediately prior to the effective time of the Company Merger (the "Company Merger Effective Time"), other than certain shares of common stock excluded pursuant to the terms of the Merger Agreement, was automatically cancelled and converted into the right to receive an amount in cash equal to $182.25 per share (the "Per Company Share Merger Consideration"), without interest. [footnote continues in footnote 3 below]
F3	The Per Company Share Merger Consideration represents $187.50 per share of common stock as reduced by the $5.25 per share closing cash dividend (the "Closing Cash Dividend") as described in Item 8.01 of the Company's Current Report on Form 8-K filed on July 8, 2022.
F4	Pursuant to the Merger Agreement, at the Company Merger Effective Time, each award of restricted stock units (each, an "RSU award") granted under a Company equity plan that was outstanding immediately prior to the Company Merger Effective Time was automatically cancelled in exchange for a cash payment in an amount equal to (i) the number of shares of common stock subject to the RSU award immediately prior to the Company Merger Effective Time multiplied by (ii) the Per Company Share Merger Consideration. In connection with the closing of the Company Merger, individuals holding RSU awards received an additional amount of cash consideration as a deemed dividend equivalent amount in an amount per RSU award equal to the Closing Cash Dividend.