| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol EQUITY ONE, INC. [ EQY ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 03/24/2015 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock par value $0.01 | 9,203,134 | I(1) | By MGN (USA) Inc.(2) | |||||||
| Common Stock par value $0.01 | 7,050 | D | ||||||||
| Common Stock par value $0.01 | 5,386,857 | I(1) | By Ficus, Inc.(3) | |||||||
| Common Stock par value $0.01 | 8,893,213 | I(1) | By Silver Maple (2001), Inc.(4) | |||||||
| Common Stock par value $0.01 | 18,891,998 | I(1) | By MGN America, LLC(5) | |||||||
| Common Stock par value $0.01 | 03/24/2015 | A | 600,000(6) | A | $27.05 | 12,087,312 | I(1) | By Gazit First Generation, LLC(6) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. On January 30, 2013, Mr. Segal, Ms. Erica Ottosson and Mr. Chaim Katzman, Chairman of the Board of the Issuer and of Gazit-Globe Ltd. ("Gazit-Globe"), along with related parties, entered into a shareholders agreement regarding their holdings in Norstar Holdings Inc., the parent company of Gazit-Globe. Gazit- Globe is the Issuer's largest shareholder. As a result of this agreement, Mr. Segal and Ms. Ottosson may be deemed to be beneficial owners of Gazit-Globe's shares of issuer stock while Mr. Katzman may be deemed to control Gazit-Globe. |
| 2. Shares held directly by MGN (USA) Inc. ("MGN USA"). MGN USA is a member of a "group" with the reporting person for purposes of Section 13(d) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"). MGN USA is a wholly-owned subsidiary of Gazit-Globe. The reporting person disclaims beneficial ownership of such shares except to the extent of the reporting person's pecuniary interest therein, if any. |
| 3. Shares owned directly by Ficus Inc. ("Ficus"). Ficus is a member of a "group" with the reporting person for purposes of Section 13(d) of the Exchange Act. Ficus is a wholly-owned subsidiary of Gazit America Inc. and is indirectly controlled by Gazit-Globe. The reporting person disclaims beneficial ownership of such shares except to the extent of the reporting person's pecuniary interest therein, if any. |
| 4. Shares owned directly by Silver Maple (2001) Inc. ("Silver Maple"). Silver Maple is a member of a "group" with the reporting person for purposes of Section 13(d) of the Exchange Act. Silver Maple is a wholly-owned subsidiary of Gazit America and is indirectly controlled by Gazit-Globe. The reporting person disclaims beneficial ownership of such shares except to the extent of the reporting person's pecuniary interest therein, if any. |
| 5. Shares owned directly by MGN America, LLC ("MGN America"). MGN America is a member of a "group" with the reporting person for purposes of Section 13(d) of the Exchange Act. MGN America is also a wholly-owned subsidiary of MGN USA, a wholly-owned subsidiary of Gazit-Globe. The reporting person disclaims beneficial ownership of such shares except to the extent of the reporting person's pecuniary interest therein, if any. |
| 6. Shares owned directly by Gazit First Generation LLC ("First Generation"). First Generation is a member of a "group" with the reporting person for purposes of Section 13(d) of the Exchange Act. First Generation is a wholly owned subsidiary of Gazit 1995, Inc., a wholly-owned subsidiary of MGN USA, a wholly-owned subsidiary of Gazit-Globe. The reporting person disclaims beneficial ownership of such shares except to the extent of the reporting person's pecuniary interest therein, if any. The issuer's board of directors approved First Generation's transaction with the issuer pursuant to Rule 16b-3. |
| Remarks: |
| /S/ Erica Ottosson | 03/24/2015 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||
