PKY Parkway, Inc. (delisted)

* The calculation is based on 49,220,914 shares of common stock (“ Common Stock ”) of Parkway, Inc. (the “ Issuer ”) outstanding as of June 29, 2017, as reported in the Merger Agreement attached as Exhibit 2.1 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “ Commission ”) on July 5, 2017.

* The calculation is based on 49,220,914 shares of Common Stock outstanding as of June 29, 2017, as reported in the Merger Agreement attached as Exhibit 2.1 to the Issuer’s Current Report on Form 8-K filed with the Commission on July 5, 2017.

* The calculation is based on 49,220,914 shares of Common Stock outstanding as of June 29, 2017, as reported in the Merger Agreement attached as Exhibit 2.1 to the Issuer’s Current Report on Form 8-K filed with the Commission on July 5, 2017.

.

* The calculation is based on 49,220,914 shares of Common Stock outstanding as of June 29, 2017, as reported in the Merger Agreement attached as Exhibit 2.1 to the Issuer’s Current Report on Form 8-K filed with the Commission on July 5, 2017.

Item 1. Security and Issuer .

This Amendment No. 1 (the “ Amendment ”) amends and supplements the Schedule 13D filed by the Reporting Persons on October 17, 2016 (the “ Original Schedule 13D ” and, as amended and supplemented by this Amendment, the “ Schedule 13D ”), with respect to the Common Stock of the Issuer. Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D.

Item 2. Identity and Background .

This Amendment amends and restates the second paragraph of Item 2 of the Original Schedule 13D in its entirety as set forth below:

“Group Advisors is the sole member of TPG Group Holdings (SBS) Advisors, LLC, a Delaware limited liability company, which is the general partner of TPG Group Holdings (SBS), L.P., a Delaware limited partnership, which is the sole member of TPG Holdings II-A, LLC, a Delaware limited liability company, which is the general partner of TPG Holdings, II, L.P., a Delaware limited partnership, which is the general partner of TPG Holdings II Sub, L.P., a Delaware limited partnership, which is the sole member of TPG Capital Advisors, LLC, a Delaware limited liability company, which is the sole member of TPG VI Management, LLC, a Delaware limited liability company (“ TPG Management ”), which directly holds 12,962 shares of Common Stock. Because of the relationship of Group Advisors to TPG Management, Group Advisors may be deemed to beneficially own the shares of Common Stock directly held by TPG Management.”

Item 4. Purpose of Transaction .

This Amendment amends and restates the final two paragraphs of Item 4 of the Original Schedule 13D in their entirety as set forth below:

“ Voting Agreement

On June 29, 2017, the Issuer, Real Estate Houston US Trust (“ Parent ”), Real Estate Houston US LLC (“ Merger Sub ”), Parkway Properties LP and Real Estate Houston US LP entered into an Agreement and Plan of Merger (the “ Merger Agreement ”), pursuant to which the Merger Sub will merge with and into the Issuer (the “ Merger ”), with the Issuer continuing as the surviving corporation of the Merger and a wholly-owned subsidiary of Canada Pension Plan Investment Board.

In connection with the Merger, the TPG Funds entered into a voting agreement (the “ Voting Agreement ”) with Parent and Merger Sub. The Voting Agreement generally requires, subject to certain exceptions, the TPG Funds to vote all of the shares of Common Stock of the Issuer beneficially owned by them and capable of being voted in favor of adoption of the Merger Agreement and certain other matters related to the Merger, and against actions or agreements that would reasonably be expected to result in the failure of a closing condition set forth in the Merger Agreement, alternative acquisitions and any action that would reasonably be expected to materially delay, materially postpone or materially adversely affect the consummation of the transactions contemplated by the Merger Agreement. In addition, the TPG Funds agreed in the Voting Agreement not to transfer any shares of Common Stock except to an affiliate that agrees to be bound by the terms of the Voting Agreement.

Other than as described above, none of the Reporting Persons nor, to the best knowledge of each of the Reporting Persons, without independent verification, any of the persons listed in Schedules I and II hereto, currently has any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)–(j) of Schedule 13D, although the Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto. As a result of these activities, one or more of the Reporting Persons may suggest or take a position with respect to potential changes in the operations, management or capital structure of the Issuer as a means of enhancing shareholder value. Such suggestions or positions may include one or more plans or proposals that relate to or would result in any of the actions required to be reported herein, including, without limitation, such matters as acquiring additional securities of the Issuer or disposing of securities of the Issuer; entering into an extraordinary corporate transaction such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; selling or transferring a material

amount of assets of the Issuer or any of its subsidiaries; changing the present board of directors or management of the Issuer, including changing the number or term of directors or filling any existing vacancies on the board of directors of the Issuer; materially changing the present capitalization or dividend policy of the Issuer; materially changing the Issuer’s business or corporate structure; changing the Issuer’s certificate of incorporation, bylaws or instruments corresponding thereto or taking other actions which may impede the acquisition of control of the Issuer by any person; causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; causing a class of equity securities of the Issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Act of 1933, as amended; and taking any action similar to any of those enumerated above.

References to and the descriptions of the Stockholders Agreement and Voting Agreement set forth above are not intended to be complete and are qualified, respectively, in their entirety by reference to the full text of the Stockholders Agreement and Voting Agreement, which are filed as exhibits hereto and are incorporated by reference herein.”

Item 5. Interest in Securities of the Issuer .

This Amendment amends and restates the second paragraph of Item 2 of the Original Schedule 13D in its entirety as set forth below:

“(a)-(b) The following sentence assumes that there is a total of 49,220,914 shares of Common Stock outstanding as of June 29, 2017, as reported in the Merger Agreement attached as Exhibit 2.1 to the Issuer’s Current Report on Form 8-K filed with the Commission on July 5, 2017. Pursuant to Rule 13d-3 under the Act, the Reporting Persons may be deemed to beneficially own 4,821,416 shares of Common Stock, which constitutes approximately 9.8% of the outstanding shares of Common Stock.”

Item 7. Material to be Filed as Exhibits .

This Amendment amends and restates Item 7 of the Original Schedule 13D by adding the following:

“4. Voting Agreement, dated as of June 29, 2017, by and among Real Estate Houston US Trust, Real Estate Houston US LLC, TPG VI Pantera Holdings, L.P. and TPG VI Management, LLC.”

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: July 5, 2017

TPG Group Holdings (SBS) Advisors, Inc.

By: /s/ Michael LaGatta                       

Name: Michael LaGatta

Title: Vice President

TPG Advisors VI, Inc.

By: /s/ Michael LaGatta                       

Name: Michael LaGatta

Title: Vice President

David Bonderman

By: /s/ Clive Bode                                

Name: Clive Bode, on behalf of David Bonderman (1)

James G. Coulter

By: /s/ Clive Bode                                 

Name: Clive Bode, on behalf of James G. Coulter (2)

(1) Clive Bode is signing on behalf of Mr. Bonderman pursuant to an authorization and designation letter dated June 19, 2015, which was previously filed with the Commission as an exhibit to an amendment to Schedule 13D filed by Mr. Bonderman on June 22, 2015 (SEC File No. 005-87680).

(2) Clive Bode is signing on behalf of Mr. Coulter pursuant to an authorization and designation letter dated June 19, 2015, which was previously filed with the Commission as an exhibit to an amendment to Schedule 13D filed by Mr. Coulter on June 22, 2015 (SEC File No. 005-87680).

SCHEDULE I

All addresses are c/o TPG Global, LLC, 301 Commerce Street, Suite 3300, Fort Worth, Texas 76102.

SCHEDULE II

All addresses are c/o TPG Global, LLC, 301 Commerce Street, Suite 3300, Fort Worth, Texas 76102.

INDEX TO EXHIBITS

1. Agreement of Joint Filing by TPG Advisors II, Inc., TPG Advisors III, Inc., TPG Advisors V, Inc., TPG Advisors VI, Inc., T3 Advisors, Inc., T3 Advisors II, Inc., TPG Group Holdings (SBS) Advisors, Inc., David Bonderman and James G. Coulter, dated as of February 14, 2011 (incorporated by reference to Exhibit 1 to Schedule 13G filed with the Commission on February 14, 2011 by TPG Group Holdings (SBS) Advisors, Inc., David Bonderman and James G. Coulter).
2. Agreement and Plan of Merger, dated as of April 28, 2016, by and among Parkway Properties, Inc., Parkway Properties, LP, Cousins Properties Incorporated and Clinic Sub Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Cousins Properties Incorporated filed with the Commission on April 29, 2016).
3. Stockholders Agreement, dated as of October 7, 2016, by and among TPG VI Pantera Holdings, L.P., Parkway, Inc. and TPG VI Management, LLC (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of Parkway, Inc. filed with the Commission on October 12, 2016).
4. Voting Agreement, dated as of June 29, 2017, by and among Real Estate Houston US Trust, Real Estate Houston US LLC, TPG VI Pantera Holdings, L.P. and TPG VI Management, LLC.