Statement of Changes in Beneficial Ownership (4)
September 15 2022 - 7:54AM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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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1. Name and Address of Reporting Person
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Bentsen Tim E |
2. Issuer Name and Ticker or Trading Symbol
CatchMark Timber Trust, Inc.
[
CTT
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O CATCHMARK TIMBER TRUST, INC., 5 CONCOURSE PARKWAY, SUITE 2650 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
9/14/2022 |
(Street)
ATLANTA, GA 30328
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 9/14/2022 | | D | | 8721 (1) | D | $0 (1) | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 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 |
Common Units | (2) | 9/14/2022 | | D | | | 14272 | (2) | (2) | Common Sotck | 14272.0 | $0 (2) | 0 | D | |
Explanation of Responses: |
(1) | On 9/14/2022, pursuant to the Agreement and Plan of Merger, dated as of 5/29/2022 (the Merger Agreement), by and among PotlatchDeltic Corporation (PCH), Horizon Merger Sub 2022, LLC (Merger Sub), CatchMark Timber Trust, Inc. (CatchMark) and CatchMark Timber Operating Partnership, L.P. (the Partnership), CatchMark merged with and into Merger Sub (the Company Merger), and each share of CatchMark common stock issued and outstanding immediately prior to the Company Merger effective time was automatically cancelled and converted into the right to receive 0.23 shares of PCH common stock, par value $1.00 per share, without interest, but subject to applicable withholding taxes, plus the right, if any, to receive cash in lieu of fractional shares (the Merger Consideration). On September 13, 2022 (the day prior to the effective time of the Company Merger) the closing price of one share of PCH common stock was $45.80. |
(2) | On 9/14/2022, pursuant to the Merger Agreement, immediately following the Company Merger, the Partnership merged with Merger Sub (the Partnership Merger) and each Common Unit of the Partnership outstanding immediately prior to the Partnership Merger effective time was automatically cancelled and converted into the right to receive the Merger Consideration. Immediately prior to the Partnership Merger effective time, each issued and outstanding vested Partnership LTIP Unit eligible for conversion into a Common Unit prior to or at the Partnership Merger effective time automatically converted into one Common Unit pursuant to the Partnership Agreement and converted into the right to receive the Merger Consideration at the Partnership Merger effective time. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Bentsen Tim E C/O CATCHMARK TIMBER TRUST, INC. 5 CONCOURSE PARKWAY, SUITE 2650 ATLANTA, GA 30328 | X |
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Signatures
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/s/ Ying Xiao, under a Power of Attorney | | 9/15/2022 |
**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). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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