Gramercy Property Trust (NASDAQ:GPT) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year. |
On December 30, 2016, Gramercy Property Trust (the Company) filed
with the State Department of Assessments and Taxation of Maryland
three Articles of Amendment (the Amendments) to its declaration
of trust that:
with the State Department of Assessments and Taxation of Maryland
three Articles of Amendment (the Amendments) to its declaration
of trust that:
(i) provided for a 1-for-3 reverse share split of the issued and
outstanding common shares of beneficial interest of the Company
(the Common Shares), effective at 5:00 p.m. Eastern Time on
December 30, 2016;
outstanding common shares of beneficial interest of the Company
(the Common Shares), effective at 5:00 p.m. Eastern Time on
December 30, 2016;
(ii) provided for the par value of the Common Shares to be
decreased from $0.03 per share (as a result of the 1-for-3
reverse share split) back to $0.01 per share, effective at 5:01
p.m. Eastern Time on December 30, 2016; and
decreased from $0.03 per share (as a result of the 1-for-3
reverse share split) back to $0.01 per share, effective at 5:01
p.m. Eastern Time on December 30, 2016; and
(iii) provided for a decrease in the number of authorized Common
Shares to 490 million (from 990 million), resulting in the
Company having the authority to issue an aggregate of 500 million
shares of beneficial interest, $0.01 par value per share,
consisting of 490 million common shares of beneficial interest
and 10 million preferred shares of beneficial interest, effective
at 5:02 p.m. Eastern Time on December 30, 2016.
Shares to 490 million (from 990 million), resulting in the
Company having the authority to issue an aggregate of 500 million
shares of beneficial interest, $0.01 par value per share,
consisting of 490 million common shares of beneficial interest
and 10 million preferred shares of beneficial interest, effective
at 5:02 p.m. Eastern Time on December 30, 2016.
The foregoing description of the Amendments does not purport to
be complete and is qualified in its entirety by reference to the
complete Amendments, copies of which are filed as Exhibit 3.1,
Exhibit 3.2 and Exhibit 3.3 to this Current Report on Form 8-K
and are incorporated herein by reference.
be complete and is qualified in its entirety by reference to the
complete Amendments, copies of which are filed as Exhibit 3.1,
Exhibit 3.2 and Exhibit 3.3 to this Current Report on Form 8-K
and are incorporated herein by reference.
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Item 8.01
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Other Events.
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On December 30, 2016, the Company, as general partner of its
operating partnership, GPT Operating Partnership LP (the
Operating Partnership), entered into the Second Amendment to the
Fourth Amended and Restated Agreement of Limited Partnership of
the Operating Partnership (the OP Amendment), which provided for:
a 1-for-3 reverse unit split of the issued and outstanding Class
A Limited Partnership Units and the LTIP Units of the Operating
Partnership, and the adjustment of the Conversion Factor
thereunder from one-third (as a result of the reverse share
split) back to 1.0.
operating partnership, GPT Operating Partnership LP (the
Operating Partnership), entered into the Second Amendment to the
Fourth Amended and Restated Agreement of Limited Partnership of
the Operating Partnership (the OP Amendment), which provided for:
a 1-for-3 reverse unit split of the issued and outstanding Class
A Limited Partnership Units and the LTIP Units of the Operating
Partnership, and the adjustment of the Conversion Factor
thereunder from one-third (as a result of the reverse share
split) back to 1.0.
The foregoing description of the OP Amendment does not purport to
be complete and is qualified in its entirety by reference to the
complete OP Amendment, a copy of which is filed as Exhibit 10.1
to this Current Report on Form 8-K and is incorporated herein by
reference.
be complete and is qualified in its entirety by reference to the
complete OP Amendment, a copy of which is filed as Exhibit 10.1
to this Current Report on Form 8-K and is incorporated herein by
reference.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
Exhibit No.
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3.1
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Articles of Amendment Reverse Split.
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3.2
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Articles of Amendment Par Value Decrease.
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3.3
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Articles of Amendment Authorized Share Decrease.
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10.1
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Second Amendment to the Fourth Amended and Restated
Agreement of Limited Partnership of GPT Operating Partnership LP, dated as of December 30, 2016. |