Statement of Changes in Beneficial Ownership (4)
December 15 2014 - 6:04PM
Edgar (US Regulatory)
FORM 4
[ ]
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
Estimated average burden
hours per response...
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
*
WATTLES THOMAS G
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2. Issuer Name
and
Ticker or Trading Symbol
DCT Industrial Trust Inc.
[
DCT
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chairman
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(Last)
(First)
(Middle)
518 17TH STREET, SUITE 800
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/11/2014
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(Street)
DENVER, CO 80202
(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 Stock
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12/11/2014
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M
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87500
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A
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$13.64
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87500
(1)
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D
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Common Stock
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12/11/2014
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F
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59259
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D
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$34.46
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28241
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D
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Common Stock
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12/15/2014
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S
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28241
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D
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$33.504
(3)
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0
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D
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Common Stock
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143689
(1)
(4)
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I
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See Footnote
(5)
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Common Stock
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106269
(1)
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I
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See Footnote
(6)
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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)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Options
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$13.64
(1)
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12/11/2014
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M
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87500
(1)
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(2)
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2/10/2019
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Common Stock
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87500
(1)
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$0
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0
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D
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Explanation of Responses:
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(
1)
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On November 17, 2014, the Issuer effected a one-for-four reverse stock split of its Common Stock (the "Reverse Split"). The exercise price and numbers of securities beneficially owned were adjusted by multiplying or dividing each by four, as applicable, to reflect the Reverse Split.
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(
2)
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The Stock Options (the "Options") were granted under the Issuer's Long-Term Incentive Plan, as amended and restated from time to time. The Options were initially exercisable on February 11, 2009, and fully exercisable and vested as of February 10, 2010.
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(
3)
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The price reported represents the weighted average sale price of the shares sold. The prices of the shares sold in the transaction ranged from $33.50 to $33.56. The Reporting Person hereby undertakes, upon request of the Staff of the U.S. Securities and Exchange Commission, the Issuer or a security holder of the Issuer, to provide full information regarding the number of shares sold at each separate price.
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(
4)
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On December 11, 2014, the Reporting Person disposed of 90,256 shares of Common Stock in a transaction exempted from Section 16 by Rule 16a-12.
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(
5)
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By The Thomas George Wattles Revocable Trust.
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(
6)
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By The Thomas George Wattles 2012 Irrevocable Trust.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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WATTLES THOMAS G
518 17TH STREET
SUITE 800
DENVER, CO 80202
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X
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Chairman
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Signatures
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/s/ John G. Spiegleman, Attorney-in-Fact
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12/15/2014
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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