Sec Form 4 Filing - Ward David C. @ POST PROPERTIES INC - 2016-11-30

Insider filing report for Changes in Beneficial Ownership
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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
Ward David C.
2. Issuer Name and Ticker or Trading Symbol
POST PROPERTIES INC [ PPS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP & Chief Investment Officer
(Last) (First) (Middle)
4401 NORTHSIDE PARKWAY, SUITE 800
3. Date of Earliest Transaction (MM/DD/YY)
11/30/2016
(Street)
ATLANTA, GA30327-3057
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 Stock 11/30/2016 F( 1 )( 2 ) 680 D $ 65.02 25,307 D
Common Stock 11/30/2016 F( 1 )( 2 ) 2,574 D $ 65.02 22,733 D
Common Stock 11/30/2016 F( 1 )( 2 ) 3,048 D $ 65.02 19,685 D
Common Stock 11/30/2016 D( 1 ) 19,685 D 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 (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
Units in 401(k) Plan ( 3 ) 11/30/2016 D( 3 ) 1,529.9037 ( 3 ) ( 3 ) ( 3 ) Common Stock 1,529.9037 ( 3 ) ( 3 ) 0 D
Stock Option $ 44.05 11/30/2016 D( 4 ) 2,640 ( 4 ) 01/25/2022 Common Stock 2,640 ( 4 ) 0 D
Stock Option $ 50.3 11/30/2016 D( 4 ) 2,790 ( 4 ) 01/28/2023 Common Stock 2,790 ( 4 ) 0 D
Stock Option $ 46.93 11/30/2016 D( 4 ) 3,750 ( 4 ) 01/31/2024 Common Stock 3,750 ( 4 ) 0 D
Stock Option $ 60.4 11/30/2016 D( 4 ) 3,290 ( 4 ) 02/03/2025 Common Stock 3,290 ( 4 ) 0 D
Stock Option $ 57.8 11/30/2016 D( 4 ) 11,130 ( 4 ) 02/01/2026 Common Stock 11,130 ( 4 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Ward David C.
4401 NORTHSIDE PARKWAY, SUITE 800
ATLANTA, GA30327-3057
EVP & Chief Investment Officer
Signatures
/s/ Sherry W. Cohen, Power of Attorney 11/30/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )As of November 30, 2016, Issuer was acquired by Mid-America Apartment Communities, Inc. ("MAA") pursuant to a merger agreement dated August 15, 2016 (Merger Agreement"), as described in the Issuer/MAA Joint Proxy Statement dated September 30, 2016 and filed by MAA with the SEC on that date (the "Merger"). Each outstanding share of Issuer Common Stock was converted into .71 shares of MAA Common Stock ("Exchange Ratio") with cash paid for fractional shares. All dispositions by Reporting Person in the Merger were approved in advance by Issuer's Board of Directors.
( 2 )Issuer outstanding unvested restricted stock units ("RSU's") became fully vested under the Merger Agreement and Issuer shares were withheld for payment of withholding income taxes. All vested RSU's were then converted into MAA common stock at the Exchange Ratio.
( 3 )The issuer's outside administrator for the employees 401(k) plan held issuer stock in a pooled fund as a participant investment option. Participant contributions designated to be invested in issuer common stock were accounted for as units of interest in the issuer fund. As of 11/30/2016, the equivalent of 1529.903722 shares of common stock were held in the issuer 401(k) Plan. These shares were converted into shares of MAA common stock at the Exchange Ratio.
( 4 )Issuer outstanding stock options, if not yet vested became vested, and all Issuer stock options were converted at the Exchange Ratio into MAA fully vested stock options under the terms of each outstanding Issuer stock option. Cash was paid for fractional shares.

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