Physicians Realty Trust Form 4 Physicians Realty Trust / John T Thomas 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

X

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^*

Thomas John T

(Last) (First) (Middle)

309 N. WATER STREET,

SUITE 500

(Street)

MILWAUKEE WI 53202

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Physicians Realty Trust [ DOC ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2024

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)
			Code	V	Amount	(A) or (D)	Price
Common shares, $0.01 par value	03/01/2024		M		259,067	A	(1)	955,938	D
Common shares, $0.01 par value	03/01/2024		M		244,932	A	(2)	1,200,870	D
Common shares, $0.01 par value	03/01/2024		M		281,022	A	(3)	1,481,892	D
Common shares, $0.01 par value	03/01/2024		F		261,450	D	$11.23	1,220,442	D
Common shares, $0.01 par value	03/01/2024		D		1,220,442	D	(4)	0	D
Common shares, $0.01 par value	03/01/2024		D		5,217	D	(4)	0	I	Represents shares held by the Reporting Person's child
Common shares, $0.01 par value	03/01/2024		D		434	D	(4)	0	I	Represents shares held by the Reporting Person's child
Common shares, $0.01 par value	03/01/2024		D		217	D	(4)	0	I	Represents shares held by the Reporting Person's child
Common shares, $0.01 par value	03/01/2024		D		217	D	(4)	0	I	Represents shares held by the Reporting Person's child
Common shares, $0.01 par value	03/01/2024		D		87	D	(4)	0	I	Represents shares held by the Reporting Person's child
Common shares, $0.01 par value	03/01/2024		D		87	D	(4)	0	I	Represents shares held by the Reporting Person's child
Common shares, $0.01 par value	03/01/2024		D		87	D	(4)	0	I	Represents shares held by the Reporting Person's child

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
2020 Restricted Share Unit Grant	(5)	03/01/2024		M			259,067	(5)	(5)	Common shares, $0.01 par value	259,067	$0	0	D
2022 Performance Based Restricted Share Unit Grant	(6)	03/01/2024		M			81,644	(6)	(6)	Common shares, $0.01 par value	81,644	$0	0	D
2023 Performance Based Restricted Share Unit Grant	(7)	03/01/2024		M			93,674	(7)	(7)	Common shares, $0.01 par value	93,674	$0	0	D

Explanation of Responses:

1. Each restricted stock unit represents the right to receive one share of the Issuer's common shares. Represents vesting of the time-based restricted stock units on March 1, 2024 pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement") dated October 29, 2023 among the Issuer, Physicians Realty L.P., Healthpeak Properties, Inc. ("Healthpeak"), DOC DR Holdco, LLC and DOC DR LLC. The Issuer merged with and into DOC DR Holdco, LLC on March 1, 2024.

2. Represents vesting of the 2022 Performance Based Restricted Share Units granted on March 1, 2022 under the Issuer's Equity Incentive Plan (the "Plan"). The grant vested on March 1, 2024 pursuant to the terms of the Merger Agreement dated October 29, 2023 among the Issuer, Physicians Realty L.P., Healthpeak, DOC DR Holdco, LLC and DOC DR LLC. Pursuant to the terms of the Merger Agreement, the Reporting Person received 244,932 common shares upon vesting, 300% of the target shares.

3. Represents vesting of the 2023 Performance Based Restricted Share Units granted on March 1, 2023 under the the Plan. Pursuant to the terms of the Merger Agreement, the Reporting Person received 281,022 common shares upon vesting, 300% of the target shares.

4. Represents securities disposed of pursuant to the terms of the the Merger Agreement and each issued and outstanding common shares of the Issuer, held by the reporting person was automatically converted into the right to receive 0.674 of a share of Healthpeak common stock, subject to any adjustment, without interest.

5. On March 2, 2020, the Reporting Person was granted 259,067 restricted stock units, expected to vest in two equal installments on March 2, 2024 and March 2, 2025, subject to the terms of the grant. The grant vested on March 1, 2024 pursuant to the terms of the Merger Agreement.

6. On March 1, 2022, the Reporting Person was granted 81,644 performance share units under the Issuer's Plan, which represent the "target" number of shares underlying the performance share units. Pursuant to the terms of the merger, the Reporting Person received 244,932 common shares upon vesting.

7. On March 1, 2023, the Reporting Person was granted 93,674 performance share units under the Issuer's Plan, which represent the "target" number of shares underlying the performance share units. Pursuant to the terms of the merger, the Reporting Person received 281,022 common shares upon vesting.

Remarks:

	/s/ Christopher M. Bartoli, as attorney-in-fact	03/01/2024
	** 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.