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

Role
President and CEO, Director
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, 05:44 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PSBYP Common Stock Disposed to Issuer -10K -100% 0 Jul 20, 2022 Direct F1, F2, F3, F4

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 PSBYP Stock Option (Right to Buy) Disposed to Issuer -10.4K -100% 0 Jul 20, 2022 Common Stock 10.4K $167.48 Direct F5, F6, F7
transaction PSBYP Stock Option (Right to Buy) Disposed to Issuer -2.07K -100% 0 Jul 20, 2022 Common Stock 2.07K $122.93 Direct F5, F7, F8
transaction PSBYP Stock Option (Right to Buy) Disposed to Issuer -2.07K -100% 0 Jul 20, 2022 Common Stock 2.07K $157.97 Direct F5, F7, F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Stephen W. Wilson is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Includes 10,000 previously inadvertently omitted deferred stock units granted under the Company's retirement plan for non-employee directors.
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 deferred stock units (each, a "DSU award") granted under the Company's retirement plan for non-employee directors that was outstanding immediately prior to the Company Merger Effective Time became vested and was converted into a right to receive a cash payment in an amount equal to (i) the number of shares of common stock subject to the DSU 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 DSU awards received an additional amount of cash consideration as a deemed dividend equivalent amount in an amount per DSU award equal to the Closing Cash Dividend.
F5 Stock option granted pursuant to the 2012 Equity and Performance-Based Incentive Compensation Plan. Option vests in five (5) equal annual installments beginning one (1) year from the date of grant.
F6 This option was previously reported as an option for 10,000 shares of common stock at an exercise price of $173.33, but, pursuant to anti-dilution provisions of the Company's 2012 Equity and Performance-Based Incentive Compensation Plan, was adjusted to reflect the special dividend declared by the Company on December 1, 2021.
F7 Pursuant to the Merger Agreement, at the Company Merger Effective Time, each option to purchase shares of common stock 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 option immediately prior to the Company Merger Effective Time multiplied by (ii) the excess of the Per Company Share Merger Consideration over the per share exercise price of the option. In connection with the closing of the Company Merger, individuals holding options received an additional amount of cash consideration as a deemed dividend equivalent amount in an amount per option equal to the Closing Cash Dividend.
F8 This option was previously reported as an option for 2,000 shares of common stock at an exercise price of $127.22, but, pursuant to anti-dilution provisions of the Company's 2012 Equity and Performance-Based Incentive Compensation Plan, was adjusted to reflect the special dividend declared by the Company on December 1, 2021.
F9 This option was previously reported as an option for 2,000 shares of common stock at an exercise price of $163.49, but, pursuant to anti-dilution provisions of the Company's 2012 Equity and Performance-Based Incentive Compensation Plan, was adjusted to reflect the special dividend declared by the Company on December 1, 2021.