Pruitt Gary E

SEC source: 0001567619-22-014261 · doc1.xml · derivative · entry 10

Pruitt Gary E · CIK 0001316792 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 2,070 shares

Expires 2031-04-20

F5 · security: Stock option granted pursuant to the 2012 Equity and Performance-Based Incentive Compensation Plan. Option vests in five (5) equal annual installments beginning one (1) year from the date of grant.

F15 · derivative.exercise_price: This option was previously reported as an option for 2,000 shares of common stock at an exercise price of $163.49, but, pursuant to anti-dilution provisions of the Company's 2012 Equity and Performance-Based Incentive Compensation Plan, was adjusted to reflect the special dividend declared by the Company on December 1, 2021.

F15 · shares: This option was previously reported as an option for 2,000 shares of common stock at an exercise price of $163.49, but, pursuant to anti-dilution provisions of the Company's 2012 Equity and Performance-Based Incentive Compensation Plan, was adjusted to reflect the special dividend declared by the Company on December 1, 2021.

F7 · price: Pursuant to the Merger Agreement, at the Company Merger Effective Time, each option to purchase shares of common stock outstanding immediately prior to the Company Merger Effective Time was automatically cancelled in exchange for a cash payment in an amount equal to (i) the number of shares of common stock subject to the option immediately prior to the Company Merger Effective Time multiplied by (ii) the excess of the Per Company Share Merger Consideration over the per share exercise price of the option. In connection with the closing of the Company Merger, individuals holding options received an additional amount of cash consideration as a deemed dividend equivalent amount in an amount per option equal to the Closing Cash Dividend.

F7 · derivative.exercise_date: Pursuant to the Merger Agreement, at the Company Merger Effective Time, each option to purchase shares of common stock outstanding immediately prior to the Company Merger Effective Time was automatically cancelled in exchange for a cash payment in an amount equal to (i) the number of shares of common stock subject to the option immediately prior to the Company Merger Effective Time multiplied by (ii) the excess of the Per Company Share Merger Consideration over the per share exercise price of the option. In connection with the closing of the Company Merger, individuals holding options received an additional amount of cash consideration as a deemed dividend equivalent amount in an amount per option equal to the Closing Cash Dividend.

F15 · derivative.underlying_shares: This option was previously reported as an option for 2,000 shares of common stock at an exercise price of $163.49, but, pursuant to anti-dilution provisions of the Company's 2012 Equity and Performance-Based Incentive Compensation Plan, was adjusted to reflect the special dividend declared by the Company on December 1, 2021.

SEC source: 0001567619-22-014261 · doc1.xml · derivative · entry 9

Pruitt Gary E · CIK 0001316792 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 2,070 shares

Expires 2030-04-22

F5 · security: Stock option granted pursuant to the 2012 Equity and Performance-Based Incentive Compensation Plan. Option vests in five (5) equal annual installments beginning one (1) year from the date of grant.

F14 · derivative.exercise_price: This option was previously reported as an option for 2,000 shares of common stock at an exercise price of $127.22, but, pursuant to anti-dilution provisions of the Company's 2012 Equity and Performance-Based Incentive Compensation Plan, was adjusted to reflect the special dividend declared by the Company on December 1, 2021.

F14 · shares: This option was previously reported as an option for 2,000 shares of common stock at an exercise price of $127.22, but, pursuant to anti-dilution provisions of the Company's 2012 Equity and Performance-Based Incentive Compensation Plan, was adjusted to reflect the special dividend declared by the Company on December 1, 2021.

F7 · price: Pursuant to the Merger Agreement, at the Company Merger Effective Time, each option to purchase shares of common stock outstanding immediately prior to the Company Merger Effective Time was automatically cancelled in exchange for a cash payment in an amount equal to (i) the number of shares of common stock subject to the option immediately prior to the Company Merger Effective Time multiplied by (ii) the excess of the Per Company Share Merger Consideration over the per share exercise price of the option. In connection with the closing of the Company Merger, individuals holding options received an additional amount of cash consideration as a deemed dividend equivalent amount in an amount per option equal to the Closing Cash Dividend.

F7 · derivative.exercise_date: Pursuant to the Merger Agreement, at the Company Merger Effective Time, each option to purchase shares of common stock outstanding immediately prior to the Company Merger Effective Time was automatically cancelled in exchange for a cash payment in an amount equal to (i) the number of shares of common stock subject to the option immediately prior to the Company Merger Effective Time multiplied by (ii) the excess of the Per Company Share Merger Consideration over the per share exercise price of the option. In connection with the closing of the Company Merger, individuals holding options received an additional amount of cash consideration as a deemed dividend equivalent amount in an amount per option equal to the Closing Cash Dividend.

F14 · derivative.underlying_shares: This option was previously reported as an option for 2,000 shares of common stock at an exercise price of $127.22, but, pursuant to anti-dilution provisions of the Company's 2012 Equity and Performance-Based Incentive Compensation Plan, was adjusted to reflect the special dividend declared by the Company on December 1, 2021.

SEC source: 0001567619-22-014261 · doc1.xml · derivative · entry 8

Pruitt Gary E · CIK 0001316792 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 2,070 shares

Expires 2029-04-23

F5 · security: Stock option granted pursuant to the 2012 Equity and Performance-Based Incentive Compensation Plan. Option vests in five (5) equal annual installments beginning one (1) year from the date of grant.

F13 · derivative.exercise_price: This option was previously reported as an option for 2,000 shares of common stock at an exercise price of $149.02, but, pursuant to anti-dilution provisions of the Company's 2012 Equity and Performance-Based Incentive Compensation Plan, was adjusted to reflect the special dividend declared by the Company on December 1, 2021.

F13 · shares: This option was previously reported as an option for 2,000 shares of common stock at an exercise price of $149.02, but, pursuant to anti-dilution provisions of the Company's 2012 Equity and Performance-Based Incentive Compensation Plan, was adjusted to reflect the special dividend declared by the Company on December 1, 2021.

F7 · price: Pursuant to the Merger Agreement, at the Company Merger Effective Time, each option to purchase shares of common stock outstanding immediately prior to the Company Merger Effective Time was automatically cancelled in exchange for a cash payment in an amount equal to (i) the number of shares of common stock subject to the option immediately prior to the Company Merger Effective Time multiplied by (ii) the excess of the Per Company Share Merger Consideration over the per share exercise price of the option. In connection with the closing of the Company Merger, individuals holding options received an additional amount of cash consideration as a deemed dividend equivalent amount in an amount per option equal to the Closing Cash Dividend.

F7 · derivative.exercise_date: Pursuant to the Merger Agreement, at the Company Merger Effective Time, each option to purchase shares of common stock outstanding immediately prior to the Company Merger Effective Time was automatically cancelled in exchange for a cash payment in an amount equal to (i) the number of shares of common stock subject to the option immediately prior to the Company Merger Effective Time multiplied by (ii) the excess of the Per Company Share Merger Consideration over the per share exercise price of the option. In connection with the closing of the Company Merger, individuals holding options received an additional amount of cash consideration as a deemed dividend equivalent amount in an amount per option equal to the Closing Cash Dividend.

F13 · derivative.underlying_shares: This option was previously reported as an option for 2,000 shares of common stock at an exercise price of $149.02, but, pursuant to anti-dilution provisions of the Company's 2012 Equity and Performance-Based Incentive Compensation Plan, was adjusted to reflect the special dividend declared by the Company on December 1, 2021.

SEC source: 0001567619-22-014261 · doc1.xml · derivative · entry 7

Pruitt Gary E · CIK 0001316792 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 2,070 shares

Expires 2028-04-24

F5 · security: Stock option granted pursuant to the 2012 Equity and Performance-Based Incentive Compensation Plan. Option vests in five (5) equal annual installments beginning one (1) year from the date of grant.

F12 · derivative.exercise_price: This option was previously reported as an option for 2,000 shares of common stock at an exercise price of $115.45, but, pursuant to anti-dilution provisions of the Company's 2012 Equity and Performance-Based Incentive Compensation Plan, was adjusted to reflect the special dividend declared by the Company on December 1, 2021.

F12 · shares: This option was previously reported as an option for 2,000 shares of common stock at an exercise price of $115.45, but, pursuant to anti-dilution provisions of the Company's 2012 Equity and Performance-Based Incentive Compensation Plan, was adjusted to reflect the special dividend declared by the Company on December 1, 2021.

F7 · price: Pursuant to the Merger Agreement, at the Company Merger Effective Time, each option to purchase shares of common stock outstanding immediately prior to the Company Merger Effective Time was automatically cancelled in exchange for a cash payment in an amount equal to (i) the number of shares of common stock subject to the option immediately prior to the Company Merger Effective Time multiplied by (ii) the excess of the Per Company Share Merger Consideration over the per share exercise price of the option. In connection with the closing of the Company Merger, individuals holding options received an additional amount of cash consideration as a deemed dividend equivalent amount in an amount per option equal to the Closing Cash Dividend.

F7 · derivative.exercise_date: Pursuant to the Merger Agreement, at the Company Merger Effective Time, each option to purchase shares of common stock outstanding immediately prior to the Company Merger Effective Time was automatically cancelled in exchange for a cash payment in an amount equal to (i) the number of shares of common stock subject to the option immediately prior to the Company Merger Effective Time multiplied by (ii) the excess of the Per Company Share Merger Consideration over the per share exercise price of the option. In connection with the closing of the Company Merger, individuals holding options received an additional amount of cash consideration as a deemed dividend equivalent amount in an amount per option equal to the Closing Cash Dividend.

F12 · derivative.underlying_shares: This option was previously reported as an option for 2,000 shares of common stock at an exercise price of $115.45, but, pursuant to anti-dilution provisions of the Company's 2012 Equity and Performance-Based Incentive Compensation Plan, was adjusted to reflect the special dividend declared by the Company on December 1, 2021.

SEC source: 0001567619-22-014261 · doc1.xml · derivative · entry 6

Pruitt Gary E · CIK 0001316792 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 2,070 shares

Expires 2027-04-25

F5 · security: Stock option granted pursuant to the 2012 Equity and Performance-Based Incentive Compensation Plan. Option vests in five (5) equal annual installments beginning one (1) year from the date of grant.

F11 · derivative.exercise_price: This option was previously reported as an option for 2,000 shares of common stock at an exercise price of $121.57, but, pursuant to anti-dilution provisions of the Company's 2012 Equity and Performance-Based Incentive Compensation Plan, was adjusted to reflect the special dividend declared by the Company on December 1, 2021.

F11 · shares: This option was previously reported as an option for 2,000 shares of common stock at an exercise price of $121.57, but, pursuant to anti-dilution provisions of the Company's 2012 Equity and Performance-Based Incentive Compensation Plan, was adjusted to reflect the special dividend declared by the Company on December 1, 2021.

F7 · price: Pursuant to the Merger Agreement, at the Company Merger Effective Time, each option to purchase shares of common stock outstanding immediately prior to the Company Merger Effective Time was automatically cancelled in exchange for a cash payment in an amount equal to (i) the number of shares of common stock subject to the option immediately prior to the Company Merger Effective Time multiplied by (ii) the excess of the Per Company Share Merger Consideration over the per share exercise price of the option. In connection with the closing of the Company Merger, individuals holding options received an additional amount of cash consideration as a deemed dividend equivalent amount in an amount per option equal to the Closing Cash Dividend.

F7 · derivative.exercise_date: Pursuant to the Merger Agreement, at the Company Merger Effective Time, each option to purchase shares of common stock outstanding immediately prior to the Company Merger Effective Time was automatically cancelled in exchange for a cash payment in an amount equal to (i) the number of shares of common stock subject to the option immediately prior to the Company Merger Effective Time multiplied by (ii) the excess of the Per Company Share Merger Consideration over the per share exercise price of the option. In connection with the closing of the Company Merger, individuals holding options received an additional amount of cash consideration as a deemed dividend equivalent amount in an amount per option equal to the Closing Cash Dividend.

F11 · derivative.underlying_shares: This option was previously reported as an option for 2,000 shares of common stock at an exercise price of $121.57, but, pursuant to anti-dilution provisions of the Company's 2012 Equity and Performance-Based Incentive Compensation Plan, was adjusted to reflect the special dividend declared by the Company on December 1, 2021.

SEC source: 0001567619-22-014261 · doc1.xml · derivative · entry 5

Pruitt Gary E · CIK 0001316792 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 2,070 shares

Expires 2026-04-26

F5 · security: Stock option granted pursuant to the 2012 Equity and Performance-Based Incentive Compensation Plan. Option vests in five (5) equal annual installments beginning one (1) year from the date of grant.

F10 · derivative.exercise_price: This option was previously reported as an option for 2,000 shares of common stock at an exercise price of $96.89, but, pursuant to anti-dilution provisions of the Company's 2012 Equity and Performance-Based Incentive Compensation Plan, was adjusted to reflect the special dividend declared by the Company on December 1, 2021.

F10 · shares: This option was previously reported as an option for 2,000 shares of common stock at an exercise price of $96.89, but, pursuant to anti-dilution provisions of the Company's 2012 Equity and Performance-Based Incentive Compensation Plan, was adjusted to reflect the special dividend declared by the Company on December 1, 2021.

F7 · price: Pursuant to the Merger Agreement, at the Company Merger Effective Time, each option to purchase shares of common stock outstanding immediately prior to the Company Merger Effective Time was automatically cancelled in exchange for a cash payment in an amount equal to (i) the number of shares of common stock subject to the option immediately prior to the Company Merger Effective Time multiplied by (ii) the excess of the Per Company Share Merger Consideration over the per share exercise price of the option. In connection with the closing of the Company Merger, individuals holding options received an additional amount of cash consideration as a deemed dividend equivalent amount in an amount per option equal to the Closing Cash Dividend.

F7 · derivative.exercise_date: Pursuant to the Merger Agreement, at the Company Merger Effective Time, each option to purchase shares of common stock outstanding immediately prior to the Company Merger Effective Time was automatically cancelled in exchange for a cash payment in an amount equal to (i) the number of shares of common stock subject to the option immediately prior to the Company Merger Effective Time multiplied by (ii) the excess of the Per Company Share Merger Consideration over the per share exercise price of the option. In connection with the closing of the Company Merger, individuals holding options received an additional amount of cash consideration as a deemed dividend equivalent amount in an amount per option equal to the Closing Cash Dividend.

F10 · derivative.underlying_shares: This option was previously reported as an option for 2,000 shares of common stock at an exercise price of $96.89, but, pursuant to anti-dilution provisions of the Company's 2012 Equity and Performance-Based Incentive Compensation Plan, was adjusted to reflect the special dividend declared by the Company on December 1, 2021.

SEC source: 0001567619-22-014261 · doc1.xml · derivative · entry 4

Pruitt Gary E · CIK 0001316792 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 2,070 shares

Expires 2025-04-28

F5 · security: Stock option granted pursuant to the 2012 Equity and Performance-Based Incentive Compensation Plan. Option vests in five (5) equal annual installments beginning one (1) year from the date of grant.

F9 · derivative.exercise_price: This option was previously reported as an option for 2,000 shares of common stock at an exercise price of $80.13, but, pursuant to anti-dilution provisions of the Company's 2012 Equity and Performance-Based Incentive Compensation Plan, was adjusted to reflect the special dividend declared by the Company on December 1, 2021.

F9 · shares: This option was previously reported as an option for 2,000 shares of common stock at an exercise price of $80.13, but, pursuant to anti-dilution provisions of the Company's 2012 Equity and Performance-Based Incentive Compensation Plan, was adjusted to reflect the special dividend declared by the Company on December 1, 2021.

F7 · price: Pursuant to the Merger Agreement, at the Company Merger Effective Time, each option to purchase shares of common stock outstanding immediately prior to the Company Merger Effective Time was automatically cancelled in exchange for a cash payment in an amount equal to (i) the number of shares of common stock subject to the option immediately prior to the Company Merger Effective Time multiplied by (ii) the excess of the Per Company Share Merger Consideration over the per share exercise price of the option. In connection with the closing of the Company Merger, individuals holding options received an additional amount of cash consideration as a deemed dividend equivalent amount in an amount per option equal to the Closing Cash Dividend.

F7 · derivative.exercise_date: Pursuant to the Merger Agreement, at the Company Merger Effective Time, each option to purchase shares of common stock outstanding immediately prior to the Company Merger Effective Time was automatically cancelled in exchange for a cash payment in an amount equal to (i) the number of shares of common stock subject to the option immediately prior to the Company Merger Effective Time multiplied by (ii) the excess of the Per Company Share Merger Consideration over the per share exercise price of the option. In connection with the closing of the Company Merger, individuals holding options received an additional amount of cash consideration as a deemed dividend equivalent amount in an amount per option equal to the Closing Cash Dividend.

F9 · derivative.underlying_shares: This option was previously reported as an option for 2,000 shares of common stock at an exercise price of $80.13, but, pursuant to anti-dilution provisions of the Company's 2012 Equity and Performance-Based Incentive Compensation Plan, was adjusted to reflect the special dividend declared by the Company on December 1, 2021.

SEC source: 0001567619-22-014261 · doc1.xml · derivative · entry 3

Pruitt Gary E · CIK 0001316792 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 2,070 shares

Expires 2024-04-28

F5 · security: Stock option granted pursuant to the 2012 Equity and Performance-Based Incentive Compensation Plan. Option vests in five (5) equal annual installments beginning one (1) year from the date of grant.

F8 · derivative.exercise_price: This option was previously reported as an option for 2,000 shares of common stock at an exercise price of $82.84, but, pursuant to anti-dilution provisions of the Company's 2012 Equity and Performance-Based Incentive Compensation Plan, was adjusted to reflect the special dividend declared by the Company on December 1, 2021.

F8 · shares: This option was previously reported as an option for 2,000 shares of common stock at an exercise price of $82.84, but, pursuant to anti-dilution provisions of the Company's 2012 Equity and Performance-Based Incentive Compensation Plan, was adjusted to reflect the special dividend declared by the Company on December 1, 2021.

F7 · price: Pursuant to the Merger Agreement, at the Company Merger Effective Time, each option to purchase shares of common stock outstanding immediately prior to the Company Merger Effective Time was automatically cancelled in exchange for a cash payment in an amount equal to (i) the number of shares of common stock subject to the option immediately prior to the Company Merger Effective Time multiplied by (ii) the excess of the Per Company Share Merger Consideration over the per share exercise price of the option. In connection with the closing of the Company Merger, individuals holding options received an additional amount of cash consideration as a deemed dividend equivalent amount in an amount per option equal to the Closing Cash Dividend.

F7 · derivative.exercise_date: Pursuant to the Merger Agreement, at the Company Merger Effective Time, each option to purchase shares of common stock outstanding immediately prior to the Company Merger Effective Time was automatically cancelled in exchange for a cash payment in an amount equal to (i) the number of shares of common stock subject to the option immediately prior to the Company Merger Effective Time multiplied by (ii) the excess of the Per Company Share Merger Consideration over the per share exercise price of the option. In connection with the closing of the Company Merger, individuals holding options received an additional amount of cash consideration as a deemed dividend equivalent amount in an amount per option equal to the Closing Cash Dividend.

F8 · derivative.underlying_shares: This option was previously reported as an option for 2,000 shares of common stock at an exercise price of $82.84, but, pursuant to anti-dilution provisions of the Company's 2012 Equity and Performance-Based Incentive Compensation Plan, was adjusted to reflect the special dividend declared by the Company on December 1, 2021.

SEC source: 0001567619-22-014261 · doc1.xml · derivative · entry 2

Pruitt Gary E · CIK 0001316792 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 2,070 shares

Expires 2023-05-06

F5 · security: Stock option granted pursuant to the 2012 Equity and Performance-Based Incentive Compensation Plan. Option vests in five (5) equal annual installments beginning one (1) year from the date of grant.

F6 · derivative.exercise_price: This option was previously reported as an option for 2,000 shares of common stock at an exercise price of $79.10, but, pursuant to anti-dilution provisions of the Company's 2012 Equity and Performance-Based Incentive Compensation Plan, was adjusted to reflect the special dividend declared by the Company on December 1, 2021.

F6 · shares: This option was previously reported as an option for 2,000 shares of common stock at an exercise price of $79.10, but, pursuant to anti-dilution provisions of the Company's 2012 Equity and Performance-Based Incentive Compensation Plan, was adjusted to reflect the special dividend declared by the Company on December 1, 2021.

F7 · price: Pursuant to the Merger Agreement, at the Company Merger Effective Time, each option to purchase shares of common stock outstanding immediately prior to the Company Merger Effective Time was automatically cancelled in exchange for a cash payment in an amount equal to (i) the number of shares of common stock subject to the option immediately prior to the Company Merger Effective Time multiplied by (ii) the excess of the Per Company Share Merger Consideration over the per share exercise price of the option. In connection with the closing of the Company Merger, individuals holding options received an additional amount of cash consideration as a deemed dividend equivalent amount in an amount per option equal to the Closing Cash Dividend.

F7 · derivative.exercise_date: Pursuant to the Merger Agreement, at the Company Merger Effective Time, each option to purchase shares of common stock outstanding immediately prior to the Company Merger Effective Time was automatically cancelled in exchange for a cash payment in an amount equal to (i) the number of shares of common stock subject to the option immediately prior to the Company Merger Effective Time multiplied by (ii) the excess of the Per Company Share Merger Consideration over the per share exercise price of the option. In connection with the closing of the Company Merger, individuals holding options received an additional amount of cash consideration as a deemed dividend equivalent amount in an amount per option equal to the Closing Cash Dividend.

F6 · derivative.underlying_shares: This option was previously reported as an option for 2,000 shares of common stock at an exercise price of $79.10, but, pursuant to anti-dilution provisions of the Company's 2012 Equity and Performance-Based Incentive Compensation Plan, was adjusted to reflect the special dividend declared by the Company on December 1, 2021.

SEC source: 0001567619-22-014261 · doc1.xml · nonDerivative · entry 1

Pruitt Gary E · CIK 0001316792 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

F1 · shares: Includes 10,000 deferred stock units.

F2 · shares: On July 20, 2022, pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of April 24, 2022, by and among PS Business Parks, Inc. (the "Company"), Sequoia Parent LP, Sequoia Merger Sub I LLC ("Merger Sub I"), Sequoia Merger Sub II LLC, and PS Business Parks, L.P., Merger Sub I merged with and into the Company (the "Company Merger") and each share of the Company's common stock, par value $0.01 per share ("common stock"), issued and outstanding immediately prior to the effective time of the Company Merger (the "Company Merger Effective Time"), other than certain shares of common stock excluded pursuant to the terms of the Merger Agreement, was automatically cancelled and converted into the right to receive an amount in cash equal to $182.25 per share (the "Per Company Share Merger Consideration"), without interest. [footnote continues in footnote 3 below]

F3 · shares: The Per Company Share Merger Consideration represents $187.50 per share of common stock as reduced by the $5.25 per share closing cash dividend (the "Closing Cash Dividend") as described in Item 8.01 of the Company's Current Report on Form 8-K filed on July 8, 2022.

F4 · shares: Pursuant to the Merger Agreement, at the Company Merger Effective Time, each award of deferred stock units (each, a "DSU award") granted under the Company's retirement plan for non-employee directors that was outstanding immediately prior to the Company Merger Effective Time became vested and was converted into a right to receive a cash payment in an amount equal to (i) the number of shares of common stock subject to the DSU award immediately prior to the Company Merger Effective Time multiplied by (ii) the Per Company Share Merger Consideration. In connection with the closing of the Company Merger, individuals holding DSU awards received an additional amount of cash consideration as a deemed dividend equivalent amount in an amount per DSU award equal to the Closing Cash Dividend.

F2 · price: On July 20, 2022, pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of April 24, 2022, by and among PS Business Parks, Inc. (the "Company"), Sequoia Parent LP, Sequoia Merger Sub I LLC ("Merger Sub I"), Sequoia Merger Sub II LLC, and PS Business Parks, L.P., Merger Sub I merged with and into the Company (the "Company Merger") and each share of the Company's common stock, par value $0.01 per share ("common stock"), issued and outstanding immediately prior to the effective time of the Company Merger (the "Company Merger Effective Time"), other than certain shares of common stock excluded pursuant to the terms of the Merger Agreement, was automatically cancelled and converted into the right to receive an amount in cash equal to $182.25 per share (the "Per Company Share Merger Consideration"), without interest. [footnote continues in footnote 3 below]

F3 · price: The Per Company Share Merger Consideration represents $187.50 per share of common stock as reduced by the $5.25 per share closing cash dividend (the "Closing Cash Dividend") as described in Item 8.01 of the Company's Current Report on Form 8-K filed on July 8, 2022.

F4 · price: Pursuant to the Merger Agreement, at the Company Merger Effective Time, each award of deferred stock units (each, a "DSU award") granted under the Company's retirement plan for non-employee directors that was outstanding immediately prior to the Company Merger Effective Time became vested and was converted into a right to receive a cash payment in an amount equal to (i) the number of shares of common stock subject to the DSU award immediately prior to the Company Merger Effective Time multiplied by (ii) the Per Company Share Merger Consideration. In connection with the closing of the Company Merger, individuals holding DSU awards received an additional amount of cash consideration as a deemed dividend equivalent amount in an amount per DSU award equal to the Closing Cash Dividend.

SEC source: 0001567619-22-001961 · doc1.xml · derivative · entry 4

Pruitt Gary E · CIK 0001316792 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 2,140 shares

Expires 2022-04-30

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F3 · security: Stock option granted pursuant to the 2012 Equity and Performance-Based Incentive Compensation Plan. Option vests in five (5) equal annual installments beginning one (1) year from the date of grant.

SEC source: 0001567619-22-001961 · doc1.xml · derivative · entry 3

Pruitt Gary E · CIK 0001316792 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 10,703 shares

Expires 2022-02-21

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · security: Stock option granted pursuant to the 2003 Equity and Performance-Based Incentive Compensation Plan. Option vests in five (5) equal annual installments beginning one (1) year from the date of grant.

SEC source: 0001567619-22-001961 · doc1.xml · nonDerivative · entry 2

Pruitt Gary E · CIK 0001316792 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 24,843

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · balance_after: Includes 10,000 previously inadvertently omitted deferred stock units granted pursuant to the 2012 Equity and Performance-Based Incentive Compensation Plan. Deferred stock units vest in ten (10) equal annual installments over the duration of the reporting person's board service and are payable in shares of common stock upon retirement.

SEC source: 0001567619-22-001961 · doc1.xml · nonDerivative · entry 1

Pruitt Gary E · CIK 0001316792 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 22,703

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · balance_after: Includes 10,000 previously inadvertently omitted deferred stock units granted pursuant to the 2012 Equity and Performance-Based Incentive Compensation Plan. Deferred stock units vest in ten (10) equal annual installments over the duration of the reporting person's board service and are payable in shares of common stock upon retirement.

SEC source: 0001123292-21-000687 · edgar.xml · derivative · entry 1

Pruitt Gary E · CIK 0001316792 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,000

Underlying: Common Stock · 2,000 shares

Expires 2031-04-20

F1 · security: Stock option granted pursuant to the 2012 Equity and Performance-Based Incentive Compensation Plan. Option vests in five (5) equal annual installments beginning one (1) year from the date of grant.

SEC source: 0001567619-20-008374 · doc1.xml · derivative · entry 1

Pruitt Gary E · CIK 0001316792 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,000

Underlying: Common Stock · 2,000 shares

Expires 2030-04-22

F1 · security: Stock option granted pursuant to the 2012 Equity and Performance-Based Incentive Compensation Plan. Option vests in five (5) equal annual installments beginning one (1) year from the date of grant.

F2 · derivative.exercise_date: This option to purchase 2,000 shares of common stock becomes exercisable as to one-fifth on each of April 22, 2021, 2022, 2023, 2024, and 2025.

SEC source: 0001567619-20-008322 · doc1.xml · derivative · entry 1

Pruitt Gary E · CIK 0001316792 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 5,000

Underlying: Common Stock · 5,000 shares

Expires 2030-04-21

F1 · security: Stock Option granted pursuant to the 2016 Equity and Performance-Based Incentive Compensation Plan. Option vests in three (3) equal annual installments beginning one (1) year from the grant date.

F2 · derivative.exercise_date: This option to purchase 5,000 shares of common stock becomes exercisable as to one-third on each of April 21, 2021, 2022, and 2023.

SEC source: 0001567619-20-007979 · doc1.xml · derivative · entry 2

Pruitt Gary E · CIK 0001316792 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 5,000 shares

Expires 2020-05-06

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · security: Stock Option granted pursuant to the 2007 Equity and Performance-Based Incentive Compensation Plan, as amended. Option vested in three (3) equal annual installments beginning one (1) year from date of grant.

F2 · derivative.exercise_date: This option to purchase 5,000 shares of common stock became exercisable as to one-third on each of May 6, 2011, 2012 and 2013.

SEC source: 0001567619-20-007979 · doc1.xml · nonDerivative · entry 1

Pruitt Gary E · CIK 0001316792 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 8,350

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001127602-20-001258 · form4.xml · derivative · entry 4

Pruitt Gary E · CIK 0001316792 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 1,384 shares

Expires 2021-01-03

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · derivative.exercise_date: This award was granted on January 3, 2011 with one third of the option becoming exercisable in equal installments on each of January 3, 2012, January 3, 2013 and January 3, 2014.

SEC source: 0001127602-20-001258 · form4.xml · derivative · entry 3

Pruitt Gary E · CIK 0001316792 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 1,102 shares

Expires 2020-01-04

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_date: This award was granted on January 4, 2010 with one third of the option becoming exercisable in equal installments on each of January 4, 2011, January 4, 2012 and January 4, 2013.

SEC source: 0001127602-20-001258 · form4.xml · nonDerivative · entry 2

Pruitt Gary E · CIK 0001316792 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 43,791

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F3 · shares: Represents the number of stock options exercised.

SEC source: 0001127602-20-001258 · form4.xml · nonDerivative · entry 1

Pruitt Gary E · CIK 0001316792 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 42,407

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F3 · shares: Represents the number of stock options exercised.

SEC source: 0001123292-19-000665 · edgar.xml · derivative · entry 1

Pruitt Gary E · CIK 0001316792 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 5,000

Underlying: Common Stock · 5,000 shares

Expires 2029-04-24

F1 · security: Stock Option granted pursuant to the 2016 Equity and Performance-Based Incentive Compensation Plan. Option vests in three (3) equal annual installments beginning one (1) year from the grant date.

SEC source: 0001123292-19-000648 · edgar.xml · derivative · entry 1

Pruitt Gary E · CIK 0001316792 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,000

Underlying: Common Stock · 2,000 shares

Expires 2029-04-23

F1 · security: Stock option granted pursuant to the 2012 Equity and Performance-Based Incentive Compensation Plan. Option vests in five (5) equal annual installments beginning one (1) year from the date of grant.

SEC source: 0001127602-18-033411 · form4.xml · nonDerivative · entry 2

Pruitt Gary E · CIK 0001316792 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 41,305

SEC source: 0001127602-18-033411 · form4.xml · nonDerivative · entry 1

Pruitt Gary E · CIK 0001316792 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 31,305

SEC source: 0001567619-18-005437 · doc1.xml · derivative · entry 3

Pruitt Gary E · CIK 0001316792 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 5,000 shares

Expires 2019-05-07

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · security: Stock Option granted pursuant to the 2007 Equity and Performance-Based Incentive Compensation Plan, as amended. Option vested in three (3) equal annual installments beginning one (1) year from date of grant.

SEC source: 0001567619-18-005437 · doc1.xml · nonDerivative · entry 2

Pruitt Gary E · CIK 0001316792 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,350

F1 · price: Represents weighted average sale price. These shares were sold at prices ranging between $203.3506 and $203.36. Full information regarding the number of shares sold at each separate price will be provided by the reporting person upon request to the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer.

SEC source: 0001567619-18-005437 · doc1.xml · nonDerivative · entry 1

Pruitt Gary E · CIK 0001316792 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 8,350

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001140361-18-020234 · doc1.xml · derivative · entry 1

Pruitt Gary E · CIK 0001316792 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 5,000

Underlying: Common Stock · 5,000 shares

Expires 2028-04-25

F1 · security: Stock Option granted pursuant to the 2016 Equity and Performance-Based Incentive Compensation Plan. Option vests in three (3) equal annual installments beginning one (1) year from date of grant.

SEC source: 0001140361-18-019799 · doc1.xml · derivative · entry 1

Pruitt Gary E · CIK 0001316792 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,000

Underlying: Common Stock · 2,000 shares

Expires 2028-04-24

F1 · security: Stock option granted pursuant to the 2012 Equity and Performance-Based Incentive Compensation Plan. Option vests in five (5) equal annual installments beginning one (1) year from the date of grant.

SEC source: 0001140361-17-046266 · doc1.xml · derivative · entry 3

Pruitt Gary E · CIK 0001316792 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 5,000 shares

Expires 2018-05-08

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · security: Stock Option granted pursuant to the 2007 Equity and Performance-Based Incentive Compensation Plan, as amended. Option vests in three (3) equal annual installments beginning one (1) year from date of grant.

SEC source: 0001140361-17-046266 · doc1.xml · nonDerivative · entry 2

Pruitt Gary E · CIK 0001316792 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,350

SEC source: 0001140361-17-046266 · doc1.xml · nonDerivative · entry 1

Pruitt Gary E · CIK 0001316792 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 8,350

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001127602-17-029205 · form4.xml · nonDerivative · entry 1

Pruitt Gary E · CIK 0001316792 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 21,305

F1 · shares: Reflects the grant of common stock equal to approximately $25,000 that independent members of Itron's board of directors receive quarterly as part of their annual compensation for board service.

SEC source: 0001127602-17-023301 · form4.xml · nonDerivative · entry 1

Pruitt Gary E · CIK 0001316792 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 20,985

F1 · shares: Reflects the grant of common stock equal to approximately $25,000 that independent members of Itron's board of directors receive quarterly as part of their annual compensation for board service.

SEC source: 0001140361-17-017194 · doc1.xml · derivative · entry 1

Pruitt Gary E · CIK 0001316792 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 5,000

Underlying: Common Stock · 5,000 shares

Expires 2027-04-26

F1 · security: Stock Option granted pursuant to the 2016 Equity and Performance-Based Incentive Compensation Plan. Option vests in three (3) equal annual installments beginning one (1) year from date of grant.

SEC source: 0001140361-17-017132 · doc1.xml · derivative · entry 1

Pruitt Gary E · CIK 0001316792 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,000

Underlying: Common Stock · 2,000 shares

Expires 2027-04-25

F1 · security: Stock option granted pursuant to the 2012 Equity and Performance-Based Incentive Compensation Plan. Option vests in five (5) equal annual installments beginning one (1) year from the date of grant.

SEC source: 0001127602-17-014186 · form4.xml · nonDerivative · entry 1

Pruitt Gary E · CIK 0001316792 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 20,618

SEC source: 0001140361-17-011028 · doc1.xml · derivative · entry 7

Pruitt Gary E · CIK 0001316792 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 2,500 shares

Expires 2017-08-02

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · security: Stock Option granted pursuant to the 2007 Equity and Performance-Based Incentive Compensation Plan, as amended. Options vest in three (3) equal annual installments beginning one (1) year from the grant date.

SEC source: 0001140361-17-011028 · doc1.xml · derivative · entry 6

Pruitt Gary E · CIK 0001316792 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 2,500 shares

Expires 2017-05-03

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · security: Stock Option granted pursuant to the 2007 Equity and Performance-Based Incentive Compensation Plan, as amended. Options vest in three (3) equal annual installments beginning one (1) year from the grant date.

SEC source: 0001140361-17-011028 · doc1.xml · nonDerivative · entry 5

Pruitt Gary E · CIK 0001316792 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,350

SEC source: 0001140361-17-011028 · doc1.xml · nonDerivative · entry 4

Pruitt Gary E · CIK 0001316792 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 7,850

SEC source: 0001140361-17-011028 · doc1.xml · nonDerivative · entry 3

Pruitt Gary E · CIK 0001316792 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 8,150

SEC source: 0001140361-17-011028 · doc1.xml · nonDerivative · entry 2

Pruitt Gary E · CIK 0001316792 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 8,350

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001140361-17-011028 · doc1.xml · nonDerivative · entry 1

Pruitt Gary E · CIK 0001316792 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 5,850

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001225208-17-003123 · doc4.xml · nonDerivative · entry 1

Pruitt Gary E · CIK 0001316792 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 10,802

SEC source: 0001127602-17-000791 · form4.xml · nonDerivative · entry 1

Pruitt Gary E · CIK 0001316792 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 20,199

SEC source: 0001127602-16-064135 · form4.xml · nonDerivative · entry 1

Pruitt Gary E · CIK 0001316792 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 19,802