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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol CoreSite Realty Corp [ COR ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 03/15/2020 | ||||||||||||||||||||||||||
| 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 | 03/15/2020 | A | 14,495(1) | A | $0.00 | 174,937 | D | |||
| Common Stock | 03/15/2020 | A | 38,050(2) | A | $0.00 | 212,987 | D | |||
| Common Stock | 03/16/2020 | S(3) | 1,812(4) | D | $94.3(5) | 211,175 | D | |||
| Common Stock | 03/16/2020 | S(3) | 100(4) | D | $94.79 | 211,075 | D | |||
| Common Stock | 03/16/2020 | S(3) | 3,100(4) | D | $96.1(6) | 207,975 | D | |||
| 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 restricted stock granted under the issuer's 2010 Equity Incentive Award Plan (the "2010 Plan"). The restricted stock vests in three equal annual installments beginning on March 15, 2021, provided that the reporting person remains in continuous service with the issuer as of each vesting date. |
| 2. Represents performance-based restricted shares ("PSAs") granted under the 2010 Plan. The number of PSAs earned is based on the issuer's achievement of relative total shareholder return ("TSR") measured versus the MSCI US REIT Index over a three-year performance period ending December 31, 2022, and the number of shares earned may range from 25% to 175%. The PSAs are earned as follows: (i) 20% of the PSAs are earned upon TSR achievement in year one of the performance period, (ii) 20% of the PSAs are earned upon TSR achievement in year two of the performance period, (iii) 20% of the PSAs are earned upon TSR achievement in year three of the performance period, and (iv) 40% of the PSAs are earned upon a cumulative TSR achievement over the three-year performance period, subject to the reporting person's continued service with the issuer at the end of the three-year performance period. The PSAs are granted and issued at 175% of the target amount. |
| 3. The shares were sold pursuant to a sales plan adopted by the reporting person and intended to comply with Rule 10b5-1 under the Securities Exchange Act of 1934. |
| 4. Represents shares sold by the reporting person to cover tax obligations upon the vesting of restricted stock. |
| 5. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $93.7701 to $94.77, inclusive. The reporting person undertakes to provide to the issuer, any shareholder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes 5 and 6. |
| 6. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $96.00 to $96.25, inclusive. |
| Remarks: |
| /s/ Derek S. McCandless, Attorney-in-Fact | 03/17/2020 | |
| ** 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. | ||