Jason A Bates Form 4 PARKWAY PROPERTIES / Jason A Bates 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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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^*

Bates Jason A

(Last) (First) (Middle)

BANK OF AMERICA CENTER

390 NORTH ORANGE AVENUE, SUITE 2400

(Street)

ORLANDO FL 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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP & CIO

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/06/2016		A		15,473	A	(1)(2)	64,511	D
Common Stock	10/06/2016		F		3,377	D	(3)	61,134	D
Common Stock	10/06/2016		D		61,134	D	(4)	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
LTIP Units	(5)(6)	10/06/2016		C			23,760	(5)(6)	(5)(6)	Common OP Units	23,760	(5)(6)	0	D
OP Units	(7)	10/06/2016		C		23,760		(7)	(7)	Common Stock	23,760	(7)	23,760	D
OP Units	(8)	10/06/2016		D			23,760	(8)	(8)	Common Stock	23,760	(8)	0	D
LTIP Units	(9)	10/06/2016		D			15,473	(9)	(9)	Common OP Units	15,473	(9)	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"), 15,473 LTIPs held by the reporting person were forfeited in exchange for restricted stock units of the Company. Excludes 4,440 previously reported performance-based restricted stock units granted on March 2, 2013, pursuant to the Company's 2013 Omnibus Equity Incentive Plan, which was amended, restated and superseded by the Company's 2015 Omnibus Equity Incentive Plan, as amended, with the vesting based upon the satisfaction of certain performance goals established by the Compensation Committee with respect to the three-year period ending March 1, 2016. [footnote continued]

2. [footnote continued] The performance criteria were not met and these restricted stock units were not earned. This transaction is exempt from Section 16(b) pursuant to Rule 16b-6(d) and further from the reporting requirements of Section 16(a) pursuant to Rule 16a-4(d), both rules promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended.

3. On October 6, 2016, 12,347 restricted share units vested and the reporting person instructed the company to withhold 3,377 shares to cover tax withholding obligations as permitted under the Parkway Properties, Inc. and Parkway Properties LP 2015 Omnibus Equity Incentive Plan.

4. Disposed of pursuant to the Merger Agreement in exchange for shares of 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 were converted into restricted stock units of Parkway, Inc.

5. 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]

6. [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.

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

8. 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 4,841 OP Units and will receive 38,778 operating partnership units of Cousins Properties LP.

9. Forfeited in exchange for 15,473 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.

Remarks:

	/s/ Jeremy R. Dorsett, on behalf of Jason A. Bates, 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.
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