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GPT > SEC Filings for GPT > Form 8-K on 31-Jul-2014All Recent SEC Filings




Unregistered Sale of Equity Securities, Other Events, Financial Stat

Item 3.02 Unregistered Sale of Equity Securities.

On July 31, 2014, GPT Property Trust LP (the "Operating Partnership"), the operating partnership of Gramercy Property Trust Inc. (the "Company"), issued 3,778,405 Class A limited partnership units of the Operating Partnership ("Common Units") as partial consideration to the selling investors in connection with the closing of the contribution of a portfolio of three industrial properties to the Operating Partnership. The Operating Partnership did not receive any proceeds from the issuance of the Common Units.

Each Common Unit may be presented for redemption, at the election of the holder, for cash equal to the then fair market value of a share of the Company's common stock, par value $0.001 per share (the "Common Stock"), except that the Company may, at its election, acquire each Common Unit so presented for one share of Common Stock.

The Common Units were issued without registration in reliance on the exemption from registration set forth in Section 4(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated thereunder. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state.

Item 8.01 Other Events.

On July 31, 2014, the Operating Partnership entered into the Fourth Amended and Restated Agreement of Limited Partnership of the Operating Partnership. The purpose of the amendment and restatement was to incorporate the previous amendments to the Third Amended and Restated Agreement of Limited Partnership, to delete references to the Class B Units (which had previously been redeemed), rename the Class C Preferred Units, update the address of the Operating Partnership and to make other correctional and conforming changes.

The foregoing description of the Fourth Amended and Restated Agreement of Limited Partnership of the Operating Partnership is not complete and is qualified by reference to the entire agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is hereby incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

10.1 Fourth Amended and Restated Agreement of Limited Partnership of GPT Property Trust LP.

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