FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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 *

Francis Scott E
2. Issuer Name and Ticker or Trading Symbol

Parkway, Inc. [ PKY ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
EVP, CFO and CAO
(Last)          (First)          (Middle)

800 N MAGNOLIA AVENUE, SUITE 1625
3. Date of Earliest Transaction (MM/DD/YYYY)

10/11/2017
(Street)

ORLANDO, FL 32803
(City)        (State)        (Zip)
4. 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   10/11/2017     A (1)    17023   A $0   87018   D  
 
Common Stock   10/11/2017     D    65012   (2) D   (2) 22006   D  
 
Common Stock   10/12/2017     D    22006   D   (3) 0   D  
 

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
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
OP Units     (4) 10/12/2017     D         5306      (4)   (4) Common Stock   5306     (4) 0   D  
 

Explanation of Responses:
(1)  Represents performance-based RSUs that were previously issued at the "target" performance level, and which vested on October 11, 2017 at the "stretch" performance level pursuant to the Agreement and Plan of Merger, dated as of June 29 2017, (the "Merger Agreement") by and among Parkway, Inc. (the "Company"), a Maryland corporation, Parkway Properties LP, a Delaware limited partnership (the "Partnership"), Real Estate Houston US Trust ("Parent"), a Delaware statutory trust and wholly-owned subsidiary of Canada Pension Plan Investment Board, a Canadian Crown corporation ("CPPIB"), Real Estate Houston US LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent, and Real Estate Houston US LP, a Delaware limited partnership and an indirect wholly-owned subsidiary of Parent ("Merger Partnership").
(2)  Represents 18,378 time-based RSUs and 46,634 performance-based RSUs, which fully vested and were disposed of pursuant to the Merger Agreement in exchange for $23.05 in cash per share, without interest, less any applicable tax withholding.
(3)  Disposed of pursuant to Merger Agreement in exchange for $19.05 in cash per share, without interest, less any applicable tax withholding.
(4)  Disposed of pursuant to the Merger Agreement in exchange for the right to receive a new partnership preferred unit of the surviving partnership following the merger of Merger Partnership with and into the Partnership, with the Partnership as the surviving entity. OP Units were derivative securities of the Company, which were redeemable for cash or, at the Company's election, shares of the Company's common stock on a one-for-one basis beginning 12 months following the date of the initial issuance of the OP unit, or at such other time as were set forth in the agreement pursuant to which the applicable OP units were issued.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Francis Scott E
800 N MAGNOLIA AVENUE, SUITE 1625
ORLANDO, FL 32803


EVP, CFO and CAO

Signatures
/s/ A. Noni Holmes-Kidd, on behalf of Scott E. Francis, as Attorney-in-Fact 10/13/2017
** 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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