Farrar James Thomas Form 4 City Office REIT / James Thomas Farrar ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Farrar James Thomas

(Last)

(First)

(Middle)

666 BURRARD STREET, SUITE 3210

(Street)

VANCOUVER

V6C2X8

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
City Office REIT, Inc. [ CIO ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/24/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/25/2024		M		74,052	A	⁽¹⁾	411,135	D
Common Stock	01/25/2024		F		37,026	D	⁽¹⁾	374,109	D
Common Stock	01/25/2024		M		68,160	A	⁽²⁾	442,269	D
Common Stock	01/25/2024		F		34,080	D	⁽²⁾	408,189	D
Common Stock								31,931	I	Through family members⁽³⁾
Common Stock								200,000	I	Through Holdco⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Restricted Stock Units	⁽⁴⁾	01/24/2024		A		109,934		⁽⁵⁾	⁽⁵⁾	Common Stock	109,934⁽⁵⁾⁽⁶⁾	⁽¹⁾	272,395	D
Restricted Stock Units	⁽²⁾	01/24/2024		A		2,417		⁽⁷⁾	⁽⁷⁾	Common Stock	2,417⁽⁸⁾	⁽²⁾	134,100	D
Restricted Stock Units	⁽²⁾	01/24/2024		A		73,289		⁽⁹⁾	⁽⁹⁾	Common Stock	73,289⁽⁸⁾	⁽²⁾	207,389	D
Performance Restricted Stock Units	⁽⁴⁾	01/25/2024		M			74,052	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	74,052	⁽¹⁾	222,395	D
Restricted Stock Units	⁽²⁾	01/25/2024		M			68,160	⁽¹¹⁾	⁽¹¹⁾	Common Stock	68,160	⁽²⁾	139,229	D

Explanation of Responses:

1. In accordance with the Company's Equity Incentive Plan (the "Equity Incentive Plan"), Performance Restricted Stock Units (as defined in the Equity Incentive Plan) convert into common stock on a one-for-one basis.

2. In accordance with the Company's Equity Incentive Plan (the "Equity Incentive Plan"), Restricted Stock Units (as the defined in the Equity Incentive Plan) convert into common stock on a one-for-one basis.

3. The Reporting Person disclaims beneficial ownership of these securities as this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities for the purposes of Section 16 or any other purpose.

4. Each Performance Restricted Stock Unit ("PSU") represent a contigent right to receive shares of the Issuer's Common Stock.

5. On January 24, 2024, the reporting person was granted 109,934 Performance Restricted Stock Units. Pursuant to the terms of the award agreement governing the Performance Restricted Stock Units, the number of underlying shares of the Company's common stock that the reporting person may ultimately become entitled to receive at the time of vesting will range from 50% to 150% of the number of Performance Restricted Stock Units initially granted, subject to certain relative total stockholder return conditions being met during the measurement period that begins on January 1, 2024 and ends on December 31, 2026. Dividend equivalent rights were granted in the applicable award agreement and accrue with respect to these Performance Restricted Stock Units when and as dividends are paid on the Company's stock.

6. Vested shares will be delivered to the reporting person promptly upon vesting of the related performance restricted stock units.

7. The units represent Restricted Stock Units issuable to the Reporting Person as a dividend equivalency payment with respect to Restricted Stock Units previously issued to the Reporting Person which vest in three substantially equal installments on each of the first three annual anniversaries of the initial Grant Date, generally subject to the Participant's continued employment through each applicable vesting date. The Restricted Stock Units reported herein shall vest on the same date and under the same terms as the underlying Restricted Stock Units with respect of which these dividend equivalency units vest.

8. Vested shares will be delivered to the reporting person promptly upon vesting of the related restricted stock units.

9. In accordance with the Equity Incentive Plan, the Restricted Stock Units (and related dividend equivalent rights) shall vest in three substantially equal installments on each of the first three annual anniversaries of their initial grant date, generally subject to the grantee's continued service through each applicable vesting date.

10. As previously reported, on January 25, 2021, the reporting person was granted 50,000 PSUs (the "Target PSUs"), and depending on the level of achievement of certain performance goals during the three-year performance period ending December 31, 2023 (the "Measurement Period"), the actual number of PSUs earned could range from 50% to 150% of the Target PSUs. On January 25, 2024, 74,052 PSUs vested based on the achievement of certain performance goals during the Measurement Period. On January 25, 2024, the Compensation Committee of the Board of Directors of the Issuer certified the Reporting Person's achievement relative to the applicable performance objectives during the Measurement Period and approved the vesting of the PSU's with respect to these shares. Dividend equivalent units accrued with respect to these PSUs when and as dividends were paid on the Issuer's Common Stock. The number of derivative securities in column 5 include 11,710 vested dividend equivalent units.

11. The restricted stock units reported herein have vested and converted to common shares as at January 25, 2024.

	/s/ James Farrar	01/26/2024
	** 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.
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Farrar James Thomas Form 4City Office REIT / James Thomas Farrar ownership change