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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Partnership Units (3) | (3) | 05/11/2016 | J(1) | 941,356 | (3) | (3) | Common Stock | 941,356 | $ 0 | 0 | I (2) | USGP II (Parallel) Fund, LP |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
USGP II INVESTOR, LP 138 CONANT STREET BEVERLY, MA 01915 |
X |
USGP II Investor, LP, By: USGP II GP, LLC, its Managing General Partner, /s/ Mark H. Rowe, Vice President | 05/13/2016 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | On May 11, 2016, USGP II Investor, LP and its constituent funds completed a partial liquidation. The liquidation resulted in USGP II Investor, LP distributing 9,601,272 shares of common stock of the issuer and 941,356 common units of limited partnership interest ("Partnership Units") in Easterly Government Properties LP (the "Operating Partnership") to its constituent funds. The constituent funds then distributed 9,573,067 shares of common stock of the issuer and 935,998 Partnership Units to their indirect beneficial owners. The liquidation and distribution were completed in accordance with the organizational documents of USGP II Investor, LP and its constituent funds and no amounts were paid in connection with the distributions of these common shares and Partnership Units. |
(2) | On December 23, 2015, shares of common stock of the Issuer and Partnership Units were transferred to affiliates of USGP II Investor, LP representing a change in form of beneficial ownership. |
(3) | Represents Partnership Units of the Operating Partnership. Each Partnership Unit is redeemable for cash equal to the then fair market value of one share of the Issuer's common stock, except that the Issuer may, at its election, acquire each Partnership Unit so presented for one share of common stock. These redemption rights have no expiration date. |