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^*

Thomas James A

(Last)

(First)

(Middle)

800 N. MAGNOLIA AVENUE

SUITE 1625

(Street)

ORLANDO

32803

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Parkway, Inc. [ PKY ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/12/2017

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	10/12/2017		D		7,861	D	⁽¹⁾	0	D
Common Stock	10/12/2017		D		48,565	D	⁽¹⁾	0	I	By Thomas Master Investments, LLC⁽²⁾
Common Stock	10/12/2017		D		793	D	⁽¹⁾	0	I	By Rosemary Pastron Trust⁽³⁾
Common Stock	10/12/2017		D		808	D	⁽¹⁾	0	I	By Otto Pastron Trust⁽³⁾
Common Stock	10/12/2017		D		96,771	D	⁽¹⁾	0	I	By The Lumbee Clan Trust⁽⁴⁾
Common Stock	10/12/2017		D		8	D	⁽¹⁾	0	I	By Sarah Bane Trust⁽³⁾
Common Stock	10/12/2017		D		17	D	⁽¹⁾	0	I	By Samantha Bane Trust⁽³⁾
Common Stock	10/12/2017		D		203,590	D	⁽¹⁾	0	I	By Thomas Investment Partners, Ltd⁽⁵⁾
Common Stock	10/12/2017		D		42	D	⁽¹⁾	0	I	By Otto Pastron CUTMA⁽³⁾
Common Stock	10/12/2017		D		15	D	⁽¹⁾	0	I	By 1994 Trust⁽³⁾
Common Stock	10/12/2017		D		51,893	D	⁽¹⁾	0	I	By Thomas-Pastron Family Partnership, L.P.⁽⁵⁾

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)
OP Units	⁽⁶⁾	10/12/2017		D			273,690	⁽⁶⁾	⁽⁶⁾	Common Stock	273,690	⁽⁶⁾	0	I	By Maguire Thomas Partners - Philadelphia, Ltd⁽⁵⁾
OP Units	⁽⁶⁾	10/12/2017		D			249,565	⁽⁶⁾	⁽⁶⁾	Common Stock	249,565	⁽⁶⁾	0	I	By Thomas Investment Partners, Ltd.⁽⁵⁾
OP Units	⁽⁶⁾	10/12/2017		D			179,767	⁽⁶⁾	⁽⁶⁾	Common Stock	179,767	⁽⁶⁾	0	I	By Maguire Thomas Partners - Commerce Square II, Ltd.⁽⁵⁾
OP Units	⁽⁶⁾	10/12/2017		D			144,285	⁽⁶⁾	⁽⁶⁾	Common Stock	144,285	⁽⁶⁾	0	I	By The Lumbee Clan Trust⁽⁴⁾
OP Units	⁽⁶⁾	10/12/2017		D			10,658	⁽⁶⁾	⁽⁶⁾	Common Stock	10,658	⁽⁶⁾	0	I	By Thomas Partners, Inc.⁽⁶⁾
OP Units	⁽⁶⁾	10/12/2017		D			455	⁽⁶⁾	⁽⁶⁾	Common Stock	455	⁽⁶⁾	0	I	By Thomas Master Investments, LLC⁽²⁾

Explanation of Responses:

1. Disposed of 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"), in exchange for $19.05 in cash per share, without interest, less any applicable tax withholding.

2. Securities were held by the named limited liability company, which is controlled by the reporting person.

3. Securities were held in trust for the benefit of an immediate family member of the reporting person. The reporting person is trustee of such trust. The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

4. Securities were held by the Lumbee Clan Trust for which the reporting person serves as trustee and has discretion with respect to such securities.

5. Securities were held by the named partnership, which is controlled by the reporting person.

6. 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 are issued.

Remarks:

	/s/ A. Noni Holmes-Kidd, on behalf of James A. Thomas, 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).
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