Sec Form 4 Filing - Thomas John T @ Physicians Realty Trust - 2024-03-01

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Thomas John T 2. Issuer Name and Ticker or Trading Symbol Physicians Realty Trust [ DOC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) 309 N. WATER STREET,, SUITE 500 3. Date of Earliest Transaction (MM/DD/YY) 03/01/2024 (Street) MILWAUKEE, WI53202 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 shares, $0.01 par value 03/01/2024 M 259,067 A 955,938 D Common shares, $0.01 par value 03/01/2024 M 244,932 A 1,200,870 D Common shares, $0.01 par value 03/01/2024 M 281,022 A 1,481,892 D Common shares, $0.01 par value 03/01/2024 F 261,450 D $ 11.23 1,220,442 D Common shares, $0.01 par value 03/01/2024 D 1,220,442 D 0 D Common shares, $0.01 par value 03/01/2024 D 5,217 D 0 I Represents shares held by the Reporting Person's child Common shares, $0.01 par value 03/01/2024 D 434 D 0 I Represents shares held by the Reporting Person's child Common shares, $0.01 par value 03/01/2024 D 217 D 0 I Represents shares held by the Reporting Person's child Common shares, $0.01 par value 03/01/2024 D 217 D 0 I Represents shares held by the Reporting Person's child Common shares, $0.01 par value 03/01/2024 D 87 D 0 I Represents shares held by the Reporting Person's child Common shares, $0.01 par value 03/01/2024 D 87 D 0 I Represents shares held by the Reporting Person's child Common shares, $0.01 par value 03/01/2024 D 87 D 0 I Represents shares held by the Reporting Person's child

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 2020 Restricted Share Unit Grant ( 5 ) 03/01/2024 M 259,067 ( 5 ) ( 5 ) Common shares, $0.01 par value 259,067 $ 0 0 D 2022 Performance Based Restricted Share Unit Grant ( 6 ) 03/01/2024 M 81,644 ( 6 ) ( 6 ) Common shares, $0.01 par value 81,644 $ 0 0 D 2023 Performance Based Restricted Share Unit Grant ( 7 ) 03/01/2024 M 93,674 ( 7 ) ( 7 ) Common shares, $0.01 par value 93,674 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Thomas John T 309 N. WATER STREET, SUITE 500 MILWAUKEE, WI53202 X President and CEO Signatures /s/ Christopher M. Bartoli, as attorney-in-fact 03/01/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each restricted stock unit represents the right to receive one share of the Issuer's common shares. Represents vesting of the time-based restricted stock units on March 1, 2024 pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement") dated October 29, 2023 among the Issuer, Physicians Realty L.P., Healthpeak Properties, Inc. ("Healthpeak"), DOC DR Holdco, LLC and DOC DR LLC. The Issuer merged with and into DOC DR Holdco, LLC on March 1, 2024. ( 2 )Represents vesting of the 2022 Performance Based Restricted Share Units granted on March 1, 2022 under the Issuer's Equity Incentive Plan (the "Plan"). The grant vested on March 1, 2024 pursuant to the terms of the Merger A greement dated October 29, 2023 among the Issuer, Physicians Realty L.P., Healthpeak, DOC DR Holdco, LLC and DOC DR LLC. Pursuant to the terms of the Merger Agreement, the Reporting Person received 244,932 common shares upon vesting, 300% of the target shares. ( 3 )Represents vesting of the 2023 Performance Based Restricted Share Units granted on March 1, 2023 under the the Plan. Pursuant to the terms of the Merger Agreement, the Reporting Person received 281,022 common shares upon vesting, 300% of the target shares. ( 4 )Represents securities disposed of pursuant to the terms of the the Merger Agreement and each issued and outstanding common shares of the Issuer, held by the reporting person was automatically converted into the right to receive 0.674 of a share of Healthpeak common stock, subject to any adjustment, without interest. ( 5 )On March 2, 2020, the Reporting Person was granted 259,067 restricted stock units, expected to vest in two equal installments on March 2, 2024 and March 2, 2025, subject to the terms of the grant. The grant vested on March 1, 2024 pursuant to the terms of the Merger Agreement. ( 6 )On March 1, 2022, the Reporting Person was granted 81,644 performance share units under the Issuer's Plan, which represent the "target" number of shares underlying the performance share units. Pursuant to the terms of the merger, the Reporting Person received 244,932 common shares upon vesting. ( 7 )On March 1, 2023, the Reporting Person was granted 93,674 performance share units under the Issuer's Plan, which represent the "target" number of shares underlying the performance share units. Pursuant to the terms of the merger, the Reporting Person received 281,022 common shares upon vesting.

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).

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