Statement of Changes in Beneficial Ownership (4)
09 February 2023 - 8:51AM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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0.5
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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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1. Name and Address of Reporting Person
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Griffiths William H |
2. Issuer Name and Ticker or Trading Symbol
Equity Commonwealth
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EQC
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP, CFO & Treasurer |
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(Last)
(First)
(Middle)
C/O EQUITY COMMONWEALTH, TWO NORTH RIVERSIDE PLAZA, SUITE 2100 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/7/2023 |
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(Street)
CHICAGO, IL 60606
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Shares of Beneficial Interest | 2/7/2023 | | M | | 2202 (1) | A | (1) | 67860 | I | See footnote (2) |
| Common Shares of Beneficial Interest | 2/7/2023 | | A | | 4441 (1) | A | (1) | 72301 | I | See footnote (2) |
| Common Shares of Beneficial Interest | 2/7/2023 | | F | | 3767 (3) | D | $25.30 | 68534 | I | See footnote (2) |
| Common Shares of Beneficial Interest | | | | | | | | 6746 | I | By LLC (4) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
| Restricted Share Units | (5) | 2/7/2023 | | M | | | 2202 | (6) | (6) | Common Shares of Beneficial Interest | 2202.0 | (5) | 0 | I | See footnote (2) |
| Restricted Share Units | (5) | 2/7/2023 | | A | | 4441 | | (7) | (7) | Common Shares of Beneficial Interest | 4441.0 | (5) | 4441 | I | See footnote (2) |
| Explanation of Responses: |
| (1) | Each Common Share of Beneficial Interest of Equity Commonwealth ("Common Share") was received in exchange for one Restricted Share Unit ("RSU"), subject to the terms and conditions set forth in the applicable Equity Commonwealth equity compensation plan and the applicable RSU agreement for the Reporting Person. Reflects Common Shares that were issued to the Reporting Person as a result of certain performance criteria being met with respect to previously granted RSUs and a portion of such RSUs vesting on the Transaction Date. |
| (2) | These shares/units, as applicable, are held by the William Harden Griffiths Revocable Trust, of which the Reporting Person is the trustee and a beneficiary. |
| (3) | Reflects Common Shares surrendered to the Issuer to satisfy tax withholding obligations in connection with the vesting of restricted Common Shares and RSUs. |
| (4) | These shares are held by BGAC Investments LLC, of which the Reporting Person and his spouse are members. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. |
| (5) | Each RSU represents the right to receive one Common Share, subject to the terms and conditions set forth in the applicable Equity Commonwealth equity compensation plan and the applicable RSU agreement for the Reporting Person. |
| (6) | On February 9, 2022, the Reporting Person received 4,405 RSUs as a result of certain performance criteria being met with respect to previously granted RSUs, vesting in two equal installments on February 9, 2022 and in February of 2023, subject to the Reporting Person's continued employment with Equity Commonwealth through such date. |
| (7) | Reflects RSUs that were issued to the Reporting Person as a result of certain performance criteria being met with respect to previously granted RSUs. These RSUs will vest in February of 2024, subject to the Reporting Person's continued employment with Equity Commonwealth through such date. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Griffiths William H
C/O EQUITY COMMONWEALTH
TWO NORTH RIVERSIDE PLAZA, SUITE 2100
CHICAGO, IL 60606 |
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| EVP, CFO & Treasurer |
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Signatures
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| /s/ Orrin S. Shifrin, attorney-in-fact | | 2/8/2023 |
| **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 control number. |
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