FORM 4 - Highlands REIT

SEC Form 4
UNITED STATES SECURITIES AND EXCHANGE
COMMISSION
FORM 4
OMB APPROVAL
OMB Number:
Washington, D.C. 20549
3235-0287
Estimated average burden
hours per response:
Check this box if no longer subject
to Section 16. Form 4 or Form 5
obligations may continue. See
Instruction 1(b).
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
1. Name and Address of Reporting Person*
(First)
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
2. Issuer Name and Ticker or Trading Symbol
Highlands REIT, Inc. [ NONE ]
Vance Richard
(Last)
(Middle)
3. Date of Earliest Transaction (Month/Day/Year)
Director
10% Owner
X
Officer (give title
below)
Other (specify
below)
See Remarks
4. If Amendment, Date of Original Filed (Month/Day/Year)
(Street)
IL
X
04/28/2016
C/O HIGHLANDS REIT, INC.
332 S MICHIGAN AVENUE, NINTH FLOOR
CHICAGO
0.5
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
6. Individual or Joint/Group Filing (Check
Applicable Line)
X
60604
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
2. Transaction
Date
(Month/Day/Year)
1. Title of Security (Instr. 3)
2A. Deemed
Execution Date,
if any
(Month/Day/Year)
3.
Transaction
Code (Instr.
8)
4. Securities Acquired (A)
or Disposed Of (D) (Instr.
3, 4 and 5)
Code
Amount
V
(A)
or
(D)
Price
5. Amount
of Securities
Beneficially
Owned
Following
Reported
Transaction
(s) (Instr. 3
and 4)
6.
Ownership
Form:
Direct (D)
or Indirect
(I) (Instr. 4)
Common Stock
04/28/2016
A
2,777,778 A
2,783,086
$0.00
(1)
(2)
D
Common Stock
04/28/2016
F
1,289,852 D $0.36 1,493,234
D
7. Nature
of Indirect
Beneficial
Ownership
(Instr. 4)
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
(Month/Day/Year)
3A. Deemed
Execution Date,
if any
(Month/Day/Year)
4.
Transaction
Code (Instr.
8)
Code
V
5.
Number
of
Derivative
Securities
Acquired
(A) or
Disposed
of (D)
(Instr. 3, 4
and 5)
(A)
(D)
6. Date Exercisable and
Expiration Date
(Month/Day/Year)
Date
Exercisable
Expiration
Date
7. Title and
Amount of
Securities
Underlying
Derivative
Security
(Instr. 3 and 4)
Title
8. Price of
Derivative
Security
(Instr. 5)
9. Number
of
derivative
Securities
Beneficially
Owned
Following
Reported
Transaction
(s) (Instr. 4)
10.
Ownership
Form:
Direct (D)
or Indirect
(I) (Instr. 4)
11. Nature
of Indirect
Beneficial
Ownership
(Instr. 4)
Amount
or
Number
of
Shares
Explanation of Responses:
1. Represents shares issued under the Highlands REIT, Inc. 2016 Incentive Award Plan pursuant to the Executive Employment Agreement between Highlands REIT, Inc. and the Reporting
Person.
2. Includes shares received by the Reporting Person in connection with the distribution by InvenTrust Properties Corp. ("InvenTrust") on April 28, 2016 of 100% of the shares of common stock
of Highlands REIT, Inc. ("Highlands") that it owned to InvenTrust stockholders of record as of the close of business on April 25, 2016. The distribution was made to the stockholders of
InvenTrust on a pro rata basis by means of a share dividend. InvenTrust distributed to its stockholders, including the Reporting Person, one share of Highlands common stock for every one
share of InvenTrust common stock held by stockholders of InvenTrust as of the close of business on April 25, 2016.
Remarks:
President, Chief Executive Officer, and Secretary
/s/ Richard Vance
05/02/2016
** 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 Number.