Key facts
- This page summarizes Samuel Zell's Form 4 filing for Equity Commonwealth.
- 3 reported transactions and 2 derivative rows are listed below.
- Accepted by SEC: 08 Feb 2023, 15:52.
Samuel Zell - 07 Feb 2023 Form 4 Insider Report for Equity Commonwealth
- Reporting relationship
- Director, Chairman of the Board
- Issuer ticker
- N/A
- Reported as of
- 07 Feb 2023
- Net transaction value
- $0
- SEC form
- 4
- Accepted by SEC
- 08 Feb 2023, 15:52:25 UTC
- Prior SEC filing
- 27 Jan 2023
- Next SEC filing
- 24 Feb 2023
- Source filing
- View source filing
- Reporting owner signature
- /s/ Orrin S. Shifrin, attorney-in-fact
Source evidence
Original filing metadata and source links for verification.
5 source fields
Reporting owner
1 detail
Key filing fact
Samuel Zell filed Form 4 for Equity Commonwealth on 08 Feb 2023.
Change
- Previous filing in this sequence was filed on 27 Jan 2023.
- Current net transaction value: $0.
Research use
- This tells you what this filing adds before you inspect full transaction and derivative tables.
- You can trace every row back to the original SEC filing document.
Evidence
Filed on Form 4
View source filing
Ownership activity is grounded in SEC Form 4 disclosures.
Reported non-derivative transactions
Shares, units, or other non-derivative securities reported in this filing.
EQC
transaction
Common Shares of Beneficial Interest
Options Exercise
- Transaction value
- Shares
- +19,343
- Change %
- +2.4%
- Price
- Shares after
- 825,116
- Date
- 07 Feb 2023
- Ownership
- See footnote
- Footnotes
- F1, F2
EQC
holding
Common Shares of Beneficial Interest
No transaction description listed
- Transaction value
- Shares
- Change %
- Price
- Shares after
- 2,584,300
- Date
- 07 Feb 2023
- Ownership
- See footnote
- Footnotes
- F3
Reported derivative securities
Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.
EQC
transaction
Derivative
Restricted Share Units
Options Exercise
- Transaction value
- Shares
- -19,343
- Change %
- -100%
- Price
- Shares after
- 0
- Date
- 07 Feb 2023
- Ownership
- See footnote
- Underlying class
- Common Shares of Beneficial Interest
- Underlying amount
- 19,343
- Exercise price
- Footnotes
- F2, F4, F5
EQC
transaction
Derivative
LTIP Units
Award
- Transaction value
- Shares
- +75,745
- Change %
- Price
- Shares after
- 75,745
- Date
- 07 Feb 2023
- Ownership
- See footnote
- Underlying class
- Common Shares of Beneficial Interest
- Underlying amount
- 75,745
- Exercise price
- Footnotes
- F2, F6, F7
* marks a reported price that did not pass the local price check.
Additional SEC filing notes
Filing notes and footnotes
Explanation of responses 7 footnotes
Footnote 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.
Footnote 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.
Footnote 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.
Footnote 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.
Footnote F5
On February 9, 2022, the Reporting Person received 38,687 RSUs as a result of certain performance criteria being met with respect to previously granted RSUs, vesting in two equal installments on February 9, 2022 and in February of 2023, subject to the Reporting Person's continued employment with Equity Commonwealth through such date.
Footnote F6
Each LTIP Unit converts automatically into one share of beneficial interest, designated as a unit (an "OP Unit"), in EQC Operating Trust when the LTIP Unit becomes vested and upon equalization of its capital account with the per-unit capital account of OP Units. OP Units are redeemable for cash or, at the option of Equity Commonwealth, exchangeable for common shares of Equity Commonwealth on a one-for-one basis.
Footnote F7
Represents LTIP Units issued pursuant to the applicable Equity Commonwealth equity compensation plan. The LTIP Units (or OP Units as applicable) were issued to the Reporting Person as a result of certain performance criteria being met with respect to previously granted LTIP Units, 50% of which are vested (and converted to OP Units) as of the date hereof and 50% of which will vest in February of 2024, subject to the Reporting Person's continued service with Equity Commonwealth through such date.