| 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 FIRST POTOMAC REALTY TRUST [ FPO ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 10/02/2017 | ||||||||||||||||||||||||||
| 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 Shares | 10/02/2017 | A(1) | 15,784 | A | $0 | 115,579 | D | |||
| Common Shares | 10/02/2017 | A(2) | 5,591 | A | $0 | 121,170 | D | |||
| Common Shares | 10/02/2017 | D | 121,170 | D | (3) | 0 | D | |||
| Common Shares | 10/02/2017 | D | 4,500 | D | (3) | 0 | I | Held as custodian for children | ||
| 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. Represents fully vested restricted common shares issued upon settlement of awards granted under the 2009 Equity Compensation Plan pursuant to the terms of Look-Back LTI Awards (as defined in the Agreement and Plan of Merger, dated as of June 27, 2017, among First Potomac Realty Trust, First Potomac Realty Investment Limited Partnership (the "Company"), Government Properties Income Trust ("GOV"), GOV NEW OPPTY REIT, a wholly-owned subsidiary of GOV ("REIT Merger Sub"), and GOV NEW OPPTY LP, a majority-owned subsidiary of REIT Merger Sub and wholly-owned subsidiary of GOV (the "Merger Agreement")). |
| 2. Represents fully vested restricted common shares awarded under the 2009 Equity Compensation Plan in accordance with the terms of the applicable award agreement upon settlement of performance-based restricted shares that were previously issued at the "target" performance level, and which vested at the "stretch" performance level, based upon achievement of relative and absolute total shareholder return goals measured over the performance period from February 22, 2016 through the day immediately prior to the closing of the merger transactions effected pursuant to the Merger Agreement. |
| 3. Disposed of pursuant to the terms of the Merger Agreement in exchange for $11.15 in cash per share, without interest, less any applicable tax withholding. |
| Remarks: |
| Samanatha Sacks Gallagher, EVP & General Counsel, Attorney in fact for Michael Comer | 10/02/2017 | |
| ** 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. | ||
