SEC FORM 4 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*
Szurek Paul E.

(Last) (First) (Middle)
C/O CORESITE REALTY CORPORATION
1001 17TH STREET, SUITE 500

(Street)
DENVER CO 80202

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CoreSite Realty Corp [ COR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President & CEO
3. Date of Earliest Transaction (Month/Day/Year)
12/28/2021
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)
Code V Amount (A) or (D) Price
Common Stock 12/28/2021 A 1,845(1) A (1) 230,375 D
Common Stock 12/28/2021 D 230,375(2)(3)(4) D (2)(3)(4) 0 D
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (5) 12/28/2021 D 18,440 (5) (5) Common Stock 18,440 (5) 0 D
Explanation of Responses:
1. In connection with the consummation of the Company Merger (as defined below), the Compensation Committee of the Board of Directors of CoreSite Realty Corporation (the "Company") certified the level of achievement of the performance goals applicable to each award of performance-based restricted shares (each, a "Company Performance Stock Award"), which resulted in an increase in the number of shares of common stock, par value $0.01 per share ("Company Common Stock") underlying the Company Performance Stock Awards granted in 2019.
2. In connection with the consummation of the Company Merger, at the Company Merger Effective Time (as defined below), each share of Company Common Stock, of the Company that was outstanding immediately prior to the Company Merger Effective Time (other than certain shares specified in the Merger Agreement (as defined below)) was automatically converted into the right to receive $170.00 in cash (the "Offer Price"), without interest and subject to required withholding taxes.
3. At the Company Merger Effective Time, each award of time-based restricted shares ("Company Restricted Stock Award") that was outstanding as of immediately prior to the Company Merger Effective Time vested and all restrictions thereupon lapsed, and each such award was cancelled and converted into the right to receive a cash payment equal to the product of (A) the number of shares of Company Common Stock underlying such Company Restricted Stock Award as of immediately prior to the Effective Time and (B) the Offer Price.
4. At the Company Merger Effective Time, each Company Performance Stock Award that was outstanding as of immediately prior to the Company Merger Effective Time vested and all restrictions thereupon lapsed, and each such award was converted into the right to receive a cash payment equal to the product of (A) the number of shares of Company Common Stock underlying such Company Performance Stock Award as of immediately prior to the Effective Time and (B) the Offer Price.
5. At the Company Merger Effective Time, each award of restricted stock units ("Company Restricted Stock Unit Award") that was outstanding as of immediately prior to the Company Merger Effective Time vested in accordance with the terms of the applicable award agreement and all restrictions thereupon lapsed, and each such Company Restricted Stock Unit Award was converted into the right to receive a cash payment equal to the product of (i) the number of shares of Company Common Stock underlying such Restricted Stock Unit Award as of immediately prior to the Company Merger Effective Time and (ii) the Offer Price.
Remarks:
This Form 4 reports securities disposed of under the terms of the Agreement and Plan of Merger (as amended or supplemented from time to time, the "Merger Agreement"), dated as of November 14, 2021, by and among the Company, CoreSite, L.P. ("Partnership"), Appleseed Merger Sub LLC ("Purchaser"), American Tower Investments LLC ("Parent"), Appleseed Holdco LLC ("Holdco"), Appleseed OP Merger Sub LLC ("OP Merger Sub") and, solely for the purposes of certain provisions specified therein, American Tower Corporation. Pursuant to the Merger Agreement, on December 28, 2021, (i) Purchaser merged with and into the Company, with the Company surviving as a wholly owned subsidiary of Holdco (the "Company Merger", and the effective time of such merger, the "Company Merger Effective Time"); (ii) substantially simultaneously with the Merger but preceding the Holdco Merger, OP Merger Sub merged with and into the Partnership, with the Partnership continuing as the surviving limited partnership (the "Partnership Merger"); and (iii) immediately following the Company Merger but after the Partnership Merger, the Company merged with and into Holdco, with Holdco continuing as the surviving limited liability company. A copy of the Merger Agreement is included as Exhibit 2.1 to the Company's Form 8-K filed with the SEC on November 14, 2021.
/s/ Derek S. McCandless, Attorney-in-Fact 12/29/2021
** Signature of Reporting Person Date
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