Biomed Realty Trust Form 4 / Alan D Gold ownership change

SEC Form 4

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^*

Gold Alan D

(Last)

(First)

(Middle)

17190 BERNARDO CENTER DRIVE

(Street)

SAN DIEGO

92128

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BioMed Realty Trust Inc [ BMR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chairman, President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/27/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/27/2016		D⁽¹⁾		555,433	D	$23.8239⁽¹⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Limited Partnership Units	⁽²⁾	01/27/2016		D⁽⁴⁾			17,144	10/01/2005	⁽³⁾	Common Stock	17,144	⁽⁴⁾	0	I	By SciMed Prop III, Inc.
Limited Partnership Units	⁽²⁾	01/27/2016		D⁽⁴⁾			161,894	10/01/2005	⁽³⁾	Common Stock	161,894	⁽⁴⁾	0	I	By SunMar Investments, Inc.
Limited Partnership Units	⁽²⁾	01/27/2016		D⁽⁴⁾			928,098	10/01/2005	⁽³⁾	Common Stock	928,098	⁽⁴⁾	0	D
LTIP Units⁽⁵⁾	⁽⁵⁾	01/27/2016		D⁽⁸⁾			52,500	⁽⁶⁾	⁽⁷⁾	Common Stock	52,500	$23.8239⁽⁸⁾	0	D
LTIP Units⁽⁵⁾	⁽⁵⁾	01/27/2016		D⁽⁴⁾			12,950	⁽⁶⁾	⁽⁷⁾	Common Stock	12,950	⁽⁴⁾	0	D
Limited Partnership Units	⁽²⁾	01/27/2016		D⁽⁴⁾			56,822	10/01/2005	⁽³⁾	Common Stock	56,822	⁽⁴⁾	0	I	By Children's Trust No.1⁽⁹⁾
Limited Partnership Units	⁽²⁾	01/27/2016		D⁽⁴⁾			56,822	10/01/2005	⁽³⁾	Common Stock	56,822	⁽⁴⁾	0	I	By Children's Trust No.2⁽⁹⁾

Explanation of Responses:

1. In connection with the merger of BioMed Realty Trust, Inc. (the "Company") with and into BRE Edison L.P., an affiliate of The Blackstone Group L.P. and the Agreement and Plan of Merger, dated as of October 7, 2015, among the Company, BioMed Realty, L.P. (the "Operating Partnership") and affiliates of The Blackstone Group L.P., each holder of shares of common stock of the Company received $23.8239 in cash in exchange for each such share.

2. Limited Partnership Units in the Operating Partnership. Limited Partnership Units are redeemable for cash based upon the fair market value of an equivalent number of shares of common stock of the Company or, at the election of the Company, shares of the Company's common stock on a 1-for-1 basis.

3. The Limited Partnership Units have no expiration date.

4. In connection with the merger of BRE Edison Acquisition L.P., an affiliate of The Blackstone Group L.P., with and into the Operating Partnership, and the Agreement and Plan of Merger, dated as of October 7, 2015, among the Company, the Operating Partnership and affiliates of The Blackstone Group L.P., the Reporting Person's Limited Partnership Units and certain of the Reporting Person's LTIP Units were converted into 5.5% Series B Cumulative Preferred Units of the surviving partnership in the merger on a one-for-one basis.

5. Profits interest units of the Operating Partnership. The LTIP Units are subject to time-based restrictions.

6. Upon the occurrence of certain "triggering events," the LTIP Units can over time achieve full parity with common units of the Operating Partnership for all purposes. If such parity is reached, vested LTIP Units convert to common units of the Operating Partnership.

7. The LTIP Units do not have an expiration date.

8. In connection with the merger of BRE Edison Acquisition L.P., an affiliate of The Blackstone Group L.P., with and into the Operating Partnership, and the Agreement and Plan of Merger, dated as of October 7, 2015, among the Company, the Operating Partnership and affiliates of The Blackstone Group L.P., the Reporting Person received $23.8239 in cash in exchange for certain LTIP Units held by the Reporting Person.

9. An irrevocable trust of which a family member of the reporting person is a trustee and of which one of the reporting person's adult children is the sole beneficiary.

Remarks:

	/s/ Jonathan P. Klassen, Attorney-in-fact	01/29/2016
	** 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.

Biomed Realty Trust Inactive Form 4BioMed Realty Trust / Alan D Gold ownership change