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 EQUITY ONE, INC. [ EQY ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 03/01/2017 | ||||||||||||||||||||||||||
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 Stock par value $0.01 | 03/01/2017 | D | 357,404(1)(2) | D | (1)(2) | 0 | D(3) | |||
Common Stock par value $0.01 | 03/01/2017 | D | 541,347(1)(2) | D | (1)(2) | 0 | I | By MGN (USA) Inc.(4) | ||
Common Stock par value $0.01 | 03/01/2017 | D | 5,386,856(1)(2) | D | (1)(2) | 0 | I | By Ficus, Inc.(5) | ||
Common Stock par value $0.01 | 03/01/2017 | D | 8,893,208(1)(2) | D | (1)(2) | 0 | I | By Silver Maple (2001), Inc.(6) | ||
Common Stock par value $0.01 | 03/01/2017 | D | 5,770,254(1)(2) | D | (1)(2) | 0 | I | By MGN America, LLC(7) | ||
Common Stock par value $0.01 | 03/01/2017 | D | 10,812,312(1)(2) | D | (1)(2) | 0 | I | By Gazit First Generation, LLC(8) | ||
Common Stock par value $0.01 | 03/01/2017 | D | 5,406,380(1)(2) | D | (1)(2) | 0 | I | By MGN (USA) 2016, LLC(9) | ||
Common Stock par value $0.01 | 03/01/2017 | D | 12,822,150(1)(2) | D | (1)(2) | 0 | I | By MGN America 2016, LLC(10) |
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 |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. Disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of November 14, 2016, by and among the Issuer and Regency Centers Corporation ("Regency"), pursuant to which the Issuer merged with and into Regency with Regency surviving the merger (the "Merger"). |
2. Pursuant to the Merger Agreement, at the effective time of the Merger, each share of the Issuer common stock, par value $0.01 per share, held by the Reporting Person was converted into the right to receive 0.45 shares of Regency's common stock, par value $0.01. |
3. Shares held directly by Mr. Katzman. |
4. Shares held directly by MGN (USA) Inc. ("MGN USA"). MGN USA is a member of a "group" with Mr. Katzman for purposes of Section 13(d) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"). MGN USA is a wholly-owned subsidiary of Gazit-Globe Ltd. ("Gazit-Globe"). Mr. Katzman is the Chairman of the Board of Gazit-Globe. The reporting person disclaims beneficial ownership of such shares except to the extent of the reporting person's pecuniary interest therein, if any. |
5. Shares owned directly by Ficus Inc. ("Ficus"). Ficus is a member of a "group" with Mr. Katzman for purposes of Section 13(d) of the Exchange Act. Ficus is a wholly-owned subsidiary of Gazit America Inc., a wholly-owned subsidiary of Gazit-Globe. Mr. Katzman is the Chairman of the Board of Gazit-Globe. The reporting person disclaims beneficial ownership of such shares except to the extent of the reporting person's pecuniary interest therein, if any. |
6. Shares owned directly by Silver Maple (2001) Inc. ("Silver Maple"). Silver Maple is a member of a "group" with Mr. Katzman for purposes of Section 13(d) of the Exchange Act. Silver Maple is a wholly-owned subsidiary of Gazit America Inc., a wholly-owned subsidiary of Gazit-Globe. Mr. Katzman is the Chairman of the Board of Gazit-Globe. The reporting person disclaims beneficial ownership of such shares except to the extent of the reporting person's pecuniary interest therein, if any. |
7. Shares owned directly by MGN America, LLC ("MGN America"). MGN America is a member of a "group" with Mr. Katzman for purposes of Section 13(d) of the Exchange Act. MGN America is also wholly-owned by MGN USA and Gazit 1995, Inc. ("1995"), wholly-owned subsidiaries of Gazit-Globe. Mr. Katzman is the Chairman of the Board of Gazit-Globe. The reporting person disclaims beneficial ownership of such shares except to the extent of the reporting person's pecuniary interest therein, if any. |
8. Shares owned directly by Gazit First Generation, LLC ("First Generation"). First Generation is a member of a "group" with Mr. Katzman for purposes of Section 13(d) of the Exchange Act. First Generation is a wholly owned subsidiary of 1995, a wholly-owned subsidiary of MGN USA, a wholly-owned subsidiary of Gazit-Globe. Mr. Katzman is the Chairman of the Board of Gazit-Globe. The reporting person disclaims beneficial ownership of such shares except to the extent of the reporting person's pecuniary interest therein, if any. |
9. Shares held directly by MGN (USA) 2016, LLC ("MGN USA 2016"). MGN USA 2016 is a member of a "group" with Mr. Katzman for purposes of Section 13(d) of the Exchange Act. MGN USA 2016 is a wholly-owned subsidiary of MGN USA, a wholly-owned subsidiary of Gazit-Globe. Mr. Katzman is the Chairman of the Board of Gazit-Globe. The reporting person disclaims beneficial ownership of such shares except to the extent of the reporting person's pecuniary interest therein, if any. |
10. Shares owned directly by MGN America 2016, LLC ("MGN America 2016"). MGN America 2016 is a member of a "group" with Mr. Katzman for purposes of Section 13(d) of the Exchange Act. MGN America 2016 is also a wholly-owned subsidiary of MGN America, which is wholly-owned by MGN USA and 1995, wholly-owned subsidiaries of Gazit-Globe. Mr. Katzman is the Chairman of the Board of Gazit-Globe. The reporting person disclaims beneficial ownership of such shares except to the extent of the reporting person's pecuniary interest therein, if any. |
Remarks: |
On the basis of the relationship between each of Mr. Katzman and Mr. Dor Segal, on the one hand, and Gazit-Globe on the other hand, Gazit-Globe and its controlled direct and indirect subsidiaries may be directors of the issuer by deputization for the purposes of Section 16 of the Exchange Act. |
/s/ Chaim Katzman | 03/03/2017 | |
** 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. |