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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
LTIP Units (3) | (4) (5) | 12/27/2004 | A | 104,167 | 01/01/2006(3)(4)(5) | (6) | Common Stock (4) (5) | 104,167 | (2) | 104,167 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
BARNETT JASON C/O RECKSON ASSOCIATES REALTY CORP. 225 BROADHOLLOW ROAD MELVILLE, NY 11747 |
Exec. V.P., General Counsel |
/s/ Jason Barnett | 12/29/2004 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | In March 2003, Reckson Associates Realty Corp. (the "Company") granted to the registrant shares of restricted stock pursuant to the Company's 2003 Long-Term Incentive Plan ("2003 LTIP"), which shares were subject to time and performance-based vesting. Pursuant to an amendment to the 2003 LTIP, the registrant is substituting the unvested portion of these shares for an equal number of a new class of limited partnership interests of Reckson Operating Partnership, L.P. (the "Operating Partnership"). (See footnote 3.) |
(2) | N/A. |
(3) | These profits interest units of limited partnership interests of the Operating Partnership were granted on December 27, 2004 in substitution of an equal number of shares of restricted stock that were granted originally pursuant to the Company's 2003 LTIP and that were relinquished in exchange for the LTIP Units. The LTIP Units are subject to time and performance-based vesting identical to those that were applicable to the shares of restricted stock. (See footnote 1.) |
(4) | Subject to achieving minimum allocations to the capitl accounts of the LTIP Units for federal income tax purposes, (i) the registrant may request that the Operating Partnership redeem vested LTIP Units for cash equal to the then fair market value of a share of the Company's common stock beginning upon the later of January 1, 2006 or six months after the LTIP Units being redeemed have become vested, or (ii) if the Company's Compensation Committee elects to make this alternative available, the registrant may convert vested LTIP Units into an equal number of common units of limited partnership interests of the Operating Partnership beginning on January 1, 2006 on a one-for-one basis. (Continued in footnote 5.) |
(5) | The registrant may then request that the Operating Partnership redeem the common units into which the vested LTIP Units have been converted for cash in an amount equal to the then fair market value of a share of the Company's common stock or, at the election of the Company, for shares of common stock on a one-for-one basis. |
(6) | The LTIP Units do not have an expiration date. December 31, 2095 is the current termination date of the Operating Partnership. |