Filed
by the Registrant ☒ | | | Filed by a Party other than the Registrant ☐ |
☒ | Preliminary
Proxy Statement |
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☐ | Definitive Proxy Statement |
☐ | Definitive Additional Materials |
☐ | Soliciting
Material Pursuant to Section 240.14a-12 |
☐ | | | No
fee required. | |||
☒ | | | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||
| | (1) | | | Title
of each class of securities to which transaction applies: | |
| | | | |||
| | | | Columbia
Property Trust, Inc.’s shares of common stock, $0.01 Par Value (“common stock”) | ||
| | (2) | | | Aggregate
number of securities to which transaction applies: | |
| | | | |||
| | | | 114,898,733
share of common stock | ||
| | | | |||
| | | | 737,124
shares of common stock underlying outstanding restricted share unit awards | ||
| | | | |||
| | | | 1,043,167
shares of common stock underlying outstanding performance unit awards. | ||
| | | | |||
| | (3) | | | Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | |
| | | | |||
| | | | The
proposed maximum aggregate value of the transaction for purposes of calculating the filing fee is $2,251,905,163.20. The proposed maximum aggregate value of the transaction was calculated by multiplying (a) the 116,679,024 shares of common stock (including shares underlying outstanding restricted share unit awards and outstanding performance unit awards) that are exchangeable for cash in the mergers, by (b) the merger consideration of $19.30 to be paid with respect to each share of common stock outstanding immediately prior to the mergers (the “Total Consideration”). The filing fee equals the product of .0000927 multiplied by the Total Consideration. | ||
| | | | |||
| | (4) | | | Proposed
maximum aggregate value of transaction: $2,251,905,163.20 | |
| | | | |||
| | (5) | | | Total
fee paid: $208,751.61 | |
| | | | |||
☐ | | | Fee
paid previously with preliminary materials. | |||
☐ | | | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||
| | (1) | | | Amount
Previously Paid: | |
| | | | |||
| | (2) | | | Form,
Schedule or Registration Statement No.: | |
| | | | |||
| | (3) | | | Filing
Party: | |
| | | | |||
| | (4) | | | Date
Filed: | |
| | | |