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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 | ||||||||
| Limited Partnership Units | (2) | 01/27/2016 | D(4) | 17,144 | 10/01/2005 | (3) | Common Stock | 17,144 | (4) | 0 | I | By SciMed Prop III, Inc. | |||
| Limited Partnership Units | (2) | 01/27/2016 | D(4) | 161,894 | 10/01/2005 | (3) | Common Stock | 161,894 | (4) | 0 | I | By SunMar Investments, Inc. | |||
| Limited Partnership Units | (2) | 01/27/2016 | D(4) | 928,098 | 10/01/2005 | (3) | Common Stock | 928,098 | (4) | 0 | D | ||||
| LTIP Units (5) | (5) | 01/27/2016 | D(8) | 52,500 | (6) | (7) | Common Stock | 52,500 | $ 23.8239 (8) | 0 | D | ||||
| LTIP Units (5) | (5) | 01/27/2016 | D(4) | 12,950 | (6) | (7) | Common Stock | 12,950 | (4) | 0 | D | ||||
| Limited Partnership Units | (2) | 01/27/2016 | D(4) | 56,822 | 10/01/2005 | (3) | Common Stock | 56,822 | (4) | 0 | I | By Children's Trust No.1 (9) | |||
| Limited Partnership Units | (2) | 01/27/2016 | D(4) | 56,822 | 10/01/2005 | (3) | Common Stock | 56,822 | (4) | 0 | I | By Children's Trust No.2 (9) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Gold Alan D 17190 BERNARDO CENTER DRIVE SAN DIEGO, CA 92128 |
X | Chairman, President and CEO | ||
| /s/ Jonathan P. Klassen, Attorney-in-fact | 01/29/2016 | |
| **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 connection with the merger of BioMed Realty Trust, Inc. (the "Company") with and into BRE Edison L.P., an affiliate of The Blackstone Group L.P. and the Agreement and Plan of Merger, dated as of October 7, 2015, among the Company, BioMed Realty, L.P. (the "Operating Partnership") and affiliates of The Blackstone Group L.P., each holder of shares of common stock of the Company received $23.8239 in cash in exchange for each such share. |
| (2) | Limited Partnership Units in the Operating Partnership. Limited Partnership Units are redeemable for cash based upon the fair market value of an equivalent number of shares of common stock of the Company or, at the election of the Company, shares of the Company's common stock on a 1-for-1 basis. |
| (3) | The Limited Partnership Units have no expiration date. |
| (4) | In connection with the merger of BRE Edison Acquisition L.P., an affiliate of The Blackstone Group L.P., with and into the Operating Partnership, and the Agreement and Plan of Merger, dated as of October 7, 2015, among the Company, the Operating Partnership and affiliates of The Blackstone Group L.P., the Reporting Person's Limited Partnership Units and certain of the Reporting Person's LTIP Units were converted into 5.5% Series B Cumulative Preferred Units of the surviving partnership in the merger on a one-for-one basis. |
| (5) | Profits interest units of the Operating Partnership. The LTIP Units are subject to time-based restrictions. |
| (6) | Upon the occurrence of certain "triggering events," the LTIP Units can over time achieve full parity with common units of the Operating Partnership for all purposes. If such parity is reached, vested LTIP Units convert to common units of the Operating Partnership. |
| (7) | The LTIP Units do not have an expiration date. |
| (8) | In connection with the merger of BRE Edison Acquisition L.P., an affiliate of The Blackstone Group L.P., with and into the Operating Partnership, and the Agreement and Plan of Merger, dated as of October 7, 2015, among the Company, the Operating Partnership and affiliates of The Blackstone Group L.P., the Reporting Person received $23.8239 in cash in exchange for certain LTIP Units held by the Reporting Person. |
| (9) | An irrevocable trust of which a family member of the reporting person is a trustee and of which one of the reporting person's adult children is the sole beneficiary. |