As filed with the Securities and Exchange Commission on December 17, 2015
Registration No. 333-205177
Registration No. 333-182477
Registration No. 333-149838
Registration No. 333-121051
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO:
Form S-8 Registration Statement 333-205177
Form S-8 Registration Statement 333-182477
Form S-8 Registration Statement 333-149838
Form S-8 Registration Statement 333-121051
Form S-8
Registration Statement
Under
The Securities Act of 1933
Gramercy Property Trust Inc.
(Columbus Merger Sub, LLC as successor by merger to Gramercy Property Trust Inc.)
(Exact name of Registrant as specified in its charter)
Maryland |
| 06-1722127 |
(State or other jurisdiction of |
| (I.R.S. Employer |
521 5th Avenue, 30th Floor
New York, New York 10175
(212) 297-1000
(Address of principal executive offices, including zip code)
2015 Equity Incentive Plan
2012 Inducement Equity Incentive Plan
2008 Employee Stock Purchase Plan
Equity Incentive Plan
(Full title of the plan)
Edward J. Matey Jr.
General Counsel, Secretary and Executive Vice
President
Columbus Merger Sub, LLC,
as successor by merger to
Gramercy Property Trust Inc.
521 5th Avenue, 30th Floor
New York, New York 10175
(212) 297-1000
(Name, address, and telephone number, including area code, of agent for service)
Copies to:
James W. McKenzie, Jr.
Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, Pennsylvania 19103
(215) 963-5000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ¨ |
| Accelerated filer x |
Non-accelerated filer ¨ (do not check if a smaller reporting company) |
| Smaller reporting company ¨ |
DEREGISTRATION OF SHARES
These Post-Effective Amendments (“Post-Effective Amendments”) filed by Gramercy Property Trust Inc. (“Gramercy” or the “Company” or “Registrant”) remove from registration all shares of common stock of the Company, par value $0.001 per share (the “Common Stock”), that remain unsold under the following registration statements (each, a “Registration Statement,” and collectively, the “Registration Statements”) filed by the Company with the Securities and Exchange Commission (the “SEC”):
· Registration Statement on Form S-8 (No. 333-205177), which was filed with the SEC on June 23, 2015, pertaining to the registration of 3,200,000 shares of Common Stock issuable under Gramercy’s 2015 Equity Incentive Plan.
· Registration Statement on Form S-8 (No. 333-182477), which was filed with the SEC on July 2, 2012, pertaining to the registration of 4,500,000 shares of Common Stock issuable under Gramercy’s 2012 Inducement Equity Incentive Plan;
· Registration Statement on Form S-8 (No. 333-149838), which was filed with the SEC on March 20, 2008, pertaining to the registration of 250,000 shares of Common Stock issuable under Gramercy’s 2008 Employee Stock Purchase Plan;
· Registration Statement on Form S-8 (No. 333-121051), which was filed with the SEC on December 7, 2004, pertaining to the registration of 2,000,000 shares of Common Stock issuable under Gramercy’s Equity Incentive Plan;
On July 1, 2015, Gramercy entered into an Agreement and Plan of Merger (as amended, the “Merger Agreement”) with Chambers Street Properties, a Maryland real estate investment trust (“Chambers”), and Columbus Merger Sub, LLC, a Maryland limited liability company and indirect wholly owned subsidiary of Chambers (“Merger Sub”), pursuant to which Gramercy will be merged with and into Merger Sub (the “Merger”), with Merger Sub continuing as the surviving entity of the Merger.
In connection with the Merger, Merger Sub, as successor to the Company is terminating all offers and sales of its securities registered pursuant to its existing registration statements under the Securities Act of 1933, as amended, including the Registration Statements. In accordance with undertakings made by the Company to remove from registration, by means of a post-effective amendment, any of the securities which remain unsold at the termination of the offerings, Merger Sub, as successor to the Company hereby removes from registration any and all securities registered but unsold under the Registration Statements as of the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Columbus Merger Sub, LLC, as successor by merger to the Registrant, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused these Post-Effective Amendments to the above-referenced Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on this 17th day of December, 2015.
| Columbus Merger Sub, LLC | |
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| |
| By: | /s/ Jon W. Clark |
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| Jon W. Clark |
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| Chief Financial Officer, Chief Accounting Officer & Treasurer | |
