Heistand James R Form 4 PARKWAY PROPERTIES / James R Heistand 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^*

Heistand James R

(Last)

(First)

(Middle)

BANK OF AMERICA CENTER

390 NORTH ORANGE AVENUE, SUITE 2400

(Street)

ORLANDO

32801

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PARKWAY PROPERTIES INC [ NONE ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
10/06/2016

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	10/06/2016		A		93,331	A	⁽¹⁾	1,687,124	D
Common Stock	10/06/2016		F		51,780	D	⁽²⁾	1,635,344	D
Common Stock	10/06/2016		D		1,635,344	D	⁽³⁾	0	D
Common Stock	10/06/2016		D		29,916	D	⁽³⁾	0	I	ACP Laurich Partnership, Ltd.⁽⁴⁾
Common Stock	10/06/2016		D		45,000	D	⁽³⁾	0	I	ACP-JRL Partnership, Ltd., a family limited partnership⁽⁴⁾

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)
Employee Stock Option (Right to Buy)	$17.21	10/06/2016		D			712,500	⁽⁵⁾	03/02/2023	Common Stock	712,500	⁽⁶⁾	0	D
LTIP Units	⁽⁷⁾⁽⁸⁾	10/06/2016		C			68,400	⁽⁷⁾⁽⁸⁾	⁽⁷⁾⁽⁸⁾	Common OP Units	68,400	⁽⁷⁾⁽⁸⁾	0	D
OP Units	⁽⁹⁾	10/06/2016		C		68,400		⁽⁹⁾	⁽⁹⁾	Common Stock	68,400	⁽⁹⁾	68,400	D
OP Units	⁽¹⁰⁾	10/06/2016		D			68,400	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	68,400	⁽¹⁰⁾	0	D
LTIP Units	⁽¹¹⁾	10/06/2016		D			48,997	⁽¹¹⁾	⁽¹¹⁾	Common OP Units	48,997	⁽¹¹⁾	0	D
LTIP Units	⁽¹²⁾	10/06/2016		D			44,334	⁽¹²⁾	⁽¹²⁾	Common OP Units	44,334	⁽¹²⁾	0	D

Explanation of Responses:

1. On October 6, 2016, immediately prior to the effective time of the merger of the Company with and into a subsidiary of Cousins Properties Incorporated ("Cousins") and pursuant to the agreement and plan of merger, dated as of April 28, 2016, by and among the Company, Parkway Properties LP (the "Operating Partnership"), Cousins and Clinic Sub Inc., a wholly owned subsidiary of Cousins (the "Merger Agreement"), 93,331 LTIPs held by the reporting person were forfeited in exchange for restricted stock units of the Company.

2. On October 6, 2016, 146,453 restricted share units vested and the reporting person instructed the company to withhold 51,780 shares to cover tax withholding obligations as permitted under the Parkway Properties, Inc. and Parkway Properties LP 2015 Omnibus Equity Incentive Plan.

3. Disposed of pursuant to the Merger Agreement in exchange for Cousins common stock and restricted stock units of Cousins (the "Cousins RSUs"), and cash in lieu of fractional shares. Pursuant to the Employee Matters Agreement by and between the Company, Cousins, Parkway, Inc. and affiliated parties, on the business day following the merger, the Cousins RSUs held by the reporting person will be converted into restricted stock units of Parkway, Inc.

4. The reporting person disclaimed beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person was the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

5. The initial grant of 950,000 options vested in four equal installments beginning on March 2, 2014.

6. This option was assumed by Cousins pursuant to the Merger Agreement and was replaced with an option to purchase 1,161,375 shares of Cousins common stock for $10.56 per share (the "Cousins Options"). Pursuant to the Employee Matters Agreement by and between the Company, Cousins, Parkway, Inc. and affiliated parties, on the business day following the merger, the Cousins Options will be converted into options to purchase shares of Parkway, Inc. common stock.

7. Represented performance-based LTIP units that provided for vesting based on the attainment of targets for total return to stockholders during the performance period running from February 18, 2016 to February 17, 2019 (the "2016 LTIPs"), subject to the executive's continued employment with the Company. Subject to the satisfaction of the vesting requirements and certain restrictions set forth in the limited partnership agreement of the Operating Partnership (the "Partnership Agreement"), each LTIP unit may be converted, at the election of the executive or the Company, into a unit of limited partnership interest in the Operating Partnership ("OP unit"). [footnote continued]

8. [footnote continued] Each OP unit acquired upon conversion of an LTIP unit may be redeemed, at the election of the executive, for cash equal to the then fair market value of a share of Common Stock, except that the Company may, at its election, acquire each OP unit so presented for redemption for one share of Common Stock. Pursuant to the Merger Agreement and Partnership Agreement, OP units were acquired upon the conversion of the 2016 LTIPs.

9. Pursuant to the Merger Agreement and Partnership Agreement, OP units were acquired upon the conversion of the 2016 LTIPs.

10. The OP units will no longer be a derivative security of the Company following the effective time of the merger. Pursuant to an amendment to the Partnership Agreement, immediately following the effective time of the merger, the reporting person will hold 13,937 OP Units and will receive 111,633 operating partnership units of Cousins Properties LP.

11. Forfeited in exchange for 48,997 restricted stock units of the Company immediately prior to the merger. Represented performance-based LTIP units that provided for vesting based on the attainment of targets for total return to stockholders during the performance period running from February 19, 2015 to February 18, 2018, subject to the executive's continued employment with the Company.

12. Forfeited in exchange for 44,334 restricted stock units of the Company immediately prior to the merger. Represented performance-based LTIP units that provided for vesting based on the attainment of targets for total return to stockholders during the performance period running from March 17, 2014 to March 16, 2017, subject to the executive's continued employment with the Company.

Remarks:

	/s/ Jeremy R. Dorsett, on behalf of James R. Heistand, as Attorney-in-Fact	10/06/2016
	** 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.

Heistand James R Form 4PARKWAY PROPERTIES / James R Heistand ownership change