Preferred Apartment Communities, Inc. (NYSE:APTS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Directors (the “Board”) of Preferred Apartment Communities, Inc.
(“we”, “us”, or the “Company”) approved the grant of 286,392
Class B Units (the “Class B Units”) of Preferred Apartment
Communities Operating Partnership, L.P. (the “Partnership”) on
January 3, 2017 to certain of our officers and directors and to
certain other employees of either the Company’s manager or another
affiliate of the Company who provide services to the Company and/or
the Partnership. These grants were calculated using an aggregate
compensation to all grantees of $4,205,000.
totaling 194,097 Class B Units, were in lieu of reimbursement for
aggregate annual cash compensation of $2,850,000 for 2017, for
services to be rendered for the benefit of the Company and/or the
Partnership. The Class B Units to the top four executive officers
will vest one year from the date of grant. In addition, Class B
Unit grants to certain other executive officers, totaling 27,242
Class B Units, were in lieu of reimbursement for aggregate cash
compensation of $400,000 for the three years of 2017, 2018 and
2019, for services to be rendered for the benefit of the Company
and/or the Partnership. The Class B Units to the other executive
officers will vest ratably over three years from the date of grant.
In making these grants, the Company acted in its capacity as the
general partner of the Partnership.
increase in the market capitalization of the Company from a
baseline value set on the date of grant. All market capitalization
calculations will be based on the total number of shares
outstanding on the date of grant which was 26,513,690 shares of
common stock of the Company. A determination of the number of
earned Class B Units will occur on the first anniversary of the
date of grant and, to the extent not fully earned on that date,
additional determinations will be made at the end of each calendar
quarter thereafter until the Class B Units are fully earned or
forfeited.
one-for-one basis into Class A Units of the Partnership. Class A
Units are exchangeable for shares of the Company’s common stock on
a one-for-one basis, or cash, as selected by the Company. The
shares of the Company’s common stock, if and when issued, will be
issued to the Company’s 2011 Stock Incentive Plan, as amended.
in the Partnership for federal income tax purposes. As a general
matter, the profits interests characteristics of a Class B Unit
mean that at the time of grant it will not be economically
equivalent in value to a Class A Unit. The economic value of a
Class B Unit can increase over time as it is earned.
qualified in their entirety by reference to the form of 2017 Class
B Unit Award Agreement (1-Year), a copy of which is filed as
Exhibit 10.1 to this Current Report on Form 8-K, and the form of
2017 Class B Unit Award Agreement (3-Year), a copy of which is
filed as Exhibit 10.2 to this Current Report on Form 8-K, both of
which are incorporated by reference herein.
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Exhibit Number
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Description
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10.1
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Form of Preferred Apartment Communities, Inc. 2017 Class
B Unit Award Agreement (1-Year)* |
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10.2
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Form of Preferred Apartment Communities, Inc. 2017 Class
B Unit Award Agreement (3-Year)* |
contract or arrangement required to be filed to Regulation S-K.
About Preferred Apartment Communities, Inc. (NYSE:APTS)
Preferred Apartment Communities, Inc. is a real estate investment trust (REIT). The Company is formed primarily to acquire and operate multifamily properties in select-targeted markets throughout the United States. It operates through three segments: multifamily communities, retail and real estate related financing. The multifamily communities segment consists of owned residential multifamily communities. It owns approximately 20 multifamily communities with a total of over 6,140 units in over eight states. The retail segment consists of owned grocery-anchored shopping centers. The Company owns over 31 grocery-anchored centers across over seven Sunbelt states. It owns Champions Village, a Randalls-anchored shopping center. The financing segment consists of a portfolio of real estate loans, bridge loans and other financial instruments, which partially finance the development, construction and prestabilization carrying costs of multifamily communities and other real estate assets. Preferred Apartment Communities, Inc. (NYSE:APTS) Recent Trading Information
Preferred Apartment Communities, Inc. (NYSE:APTS) closed its last trading session down -0.05 at 14.35 with 146,228 shares trading hands.
