FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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
                      

1. Name and Address of Reporting Person *

Kleiman Angela L.

2. Date of Event Requiring Statement (MM/DD/YYYY)
10/1/2015 

3. Issuer Name and Ticker or Trading Symbol

ESSEX PROPERTY TRUST INC [ESS]

(Last)        (First)        (Middle)

925 EAST MEADOW DRIVE

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
Executive Vice President & CFO /

(Street)

PALO ALTO, CA 94303       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock   3154   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to purchase)     (1) 12/15/2019   Common Stock   2846   $84.87   D    
Stock Option (Right to purchase)     (2) 12/6/2021   Common Stock   900   $132.03   D    
Stock Option (Right to purchase)     (3) 12/11/2019   Common Stock   3000   $143.03   D    
Stock Option (Right to purchase)     (4) 12/10/2023   Common Stock   5000   $152.63   D    
LTIP Units   (5)   (6) (7)   (6) Common Stock   1875   (7)   (6) D    
LTIP Units   (5)   (6) (8)   (6) Common Stock   625   (8)   (6) D    
LTIP Units   (5)   (6) (9)   (6) Common Stock   3500   (9)   (6) D    
Series Z-1 Incentive Units     (10)   (10) Common Stock   4000   $1   (10) D    

Explanation of Responses:
( 1)  100% vested as of December 15, 2014.
( 2)  Vested 10% on December 6, 2011, and 20% on each annual anniversary thereafter.
( 3)  Vested 10% on December 11, 2012, and 20% on each annual anniversary thereafter.
( 4)  Vested 20% on December 10, 2014, and 1/60th of the options vest on each monthly anniversary thereafter.
( 5)  Represents LTIP Units in Essex Portfolio, L.P.
( 6)  Conditioned upon minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes and vesting as described in footnotes 7, 8 and 9 below, each LTIP Unit may be converted, at the election of the holder, into a unit of limited partnership interest in Essex Portfolio, L.P. (a "Common Unit"). Each Common Unit acquired upon conversion of an LTIP Unit may be converted into one share of Common Stock of the Issuer. LTIP Units are generally not convertible without the consent of the Issuer until two years from the date of the grant. The rights to convert LTIP Units into Common Units and to convert Common Units into shares of Common Stock do not have expiration dates.
( 7)  These LTIP Units were granted on December 9, 2014. 750 of the LTIP Units are scheduled to vest 20% on each of the first five anniversaries of December 9, 2014, subject to continued employment through such dates. 1,125 of the LTIP Units granted are scheduled to vest 20% on each of the first five anniversaries of December 9, 2014, subject to continued employment through such dates and the achievement of certain performance criteria based on the Issuer's total return to shareholders through December 9, 2015. In accordance with applicable Form 4 reporting requirements, the foregoing excludes 1,125 LTIP Units also granted on December 9, 2014 that are scheduled to vest 20% on each of the first five anniversaries of December 9, 2014, subject to continued employment through such dates and the achievement of certain performance criteria based on the Issuer's relative total return to shareholders measured against an industry-specific index through December 9, 2015.
( 8)  These LTIP Units were granted on December 9, 2014. 250 of the LTIP Units granted were vested upon grant. 375 of the LTIP Units granted are scheduled to vest based on the achievement of certain performance criteria based on the Issuer's total return to shareholders through December 9, 2015. In accordance with applicable Form 4 reporting requirements, the foregoing excludes 375 LTIP Units also granted on December 9, 2014 that are scheduled to vest based on the achievement of certain performance criteria based on the Issuer's relative total return to shareholders measured against an industry-specific index through December 9, 2015.
( 9)  These LTIP Units were granted on December 10, 2013. 875 of the units were vested as of December 10, 2014 and the remaining units are scheduled to vest 25% on each of the annual anniversaries thereafter, subject to continued employment through such dates.
( 10)  Represents the grant of Series Z-1 Incentive Units in Essex Portfolio, L.P. ("EPLP") on December 6, 2011, in return for a capital contribution of $1 per unit. As of October 1, 2015, the conversion ratchet percentage was 50%. The conversion ratchet percentage may increase up to 14% each year if certain defined criteria are met. These Z-1 Units generally will be convertible into Common Units of EPLP at the earliest of a change in control or after the entire 2011 grant reaches a 100% conversion ratchet percentage. Common Units are convertible into shares of Common Stock.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Kleiman Angela L.
925 EAST MEADOW DRIVE
PALO ALTO, CA 94303


Executive Vice President & CFO

Signatures
/s/ Angela L. Kleiman, Executive Vice President & CFO 10/12/2015
** 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 5(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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