Attached files

file filename
EX-31.2 - EXHIBIT 31.2 - Gramercy Property Trustv433196_ex31-2.htm
EX-12.1 - EXHIBIT 12.1 - Gramercy Property Trustv433196_ex12-1.htm
EX-31.1 - EXHIBIT 31.1 - Gramercy Property Trustv433196_ex31-1.htm
EX-21.1 - EXHIBIT 21.1 - Gramercy Property Trustv433196_ex21-1.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K/A

(Amendment No. 1)

 

xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2015

or

 

¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from . to .

Commission File No. 1-35933

 

GRAMERCY PROPERTY TRUST

(Exact name of registrant as specified in its charter)

 

Maryland   56-2466617

(State or other jurisdiction

incorporation or organization) 

 

(I.R.S. Employer of

Identification No.) 

     

521 5th Avenue, 30th Floor, New York, NY 10175

(Address of principal executive offices – zip code) 

 

(212) 297-1000

(Registrant’s telephone number, including area code) 

 

Chambers Street Properties

47 Hulfish Street, Suite 210, Princeton, New Jersey 08542

(Former name, former address and former fiscal year, if changed since last report)

 

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

 

Title of Each Class   Name of Each Exchange on Which Registered

Common Shares, $0.01 Par Value

Series A Cumulative Redeemable

Preferred Shares, $0.01 Par Value

 

 

New York Stock Exchange

 

New York Stock Exchange

 

 

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x      No ¨

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨      No x

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x      No ¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x      No ¨

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a small reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “small reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer x Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company ¨
    (Do not check if a smaller reporting company)

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨     No x

 

As of February 25, 2016, the Registrant had 421,011,239 common shares outstanding. The aggregate market value of common shares held by non-affiliates of the registrant (235,498,633 shares) at June 30, 2015, was $1,872,214,132. The aggregate market value was calculated by using the closing price of the common shares as of that date on the New York Stock Exchange, which was $7.95 per share.

 

 

 

 

EXPLANATORY NOTE

 

We are filing this Amendment No. 1 on Form 10-K/A (the “Amendment”) to our Annual Report on Form 10-K for the fiscal year ended December 31, 2015, filed with the Securities and Exchange Commission on February 29, 2016 (the “Original Filing”), for the sole purpose of filing Exhibit 12.1 and 21.1, which were erroneously omitted from the Original Filing.

 

This amendment speaks as of the filing date of the Original Filing, does not reflect events occurring after the original filing date or modify or update those disclosures that may be affected by subsequent events, and no other changes are being made to any other disclosure contained in the Original Filing or any exhibits thereto.

 

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PART IV

 

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

 

(a) The following documents are filed as a part of this Report:

 

12.1 Computation of ratio of earnings to fixed charges and preferred shares dividend.
   
21.1 Subsidiaries of the Registrant.
   
31.1 Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
   
31.2 Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

  

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SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on March 2, 2016.

 

  Gramercy Property Trust
   
   
   
 

By:

/s/ JON W. CLARK

    Jon W. Clark
    Chief Financial Officer

 

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