08/11/2025 | Press release | Distributed by Public on 08/11/2025 15:44
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
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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) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Partnership Units(2) | (3) | 08/08/2025 | A | 106,823 | (3) | (3) | Common Stock | 106,823 | $16.67 | 106,823 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Wilson Julie F. 3310 WEST END AVENUE, SUITE 700 SUITE 700, ATTENTION: ANDREW LOOPE NASHVILLE, TN 37203 |
EVP, Chief Admin. Officer | |||
| /s/ Andrew E. Loope as power of attorney | 08/11/2025 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | This transaction represents shares withheld by the issuer to satisfy its minimum tax withholding obligation in connection with the vesting of restricted shares previously granted to the reporting person. |
| (2) | The partnership units are designated LTIP Series D Units, which is a class of partnership interests in Healthcare Realty Holdings, L.P., a Delaware limited partnership ("HR Holdings"), the operating subsidiary of the Issuer. The units were issued upon the vesting of performance based LTIP Series C Units, previously issued to the reporting person. |
| (3) | The partnership units are intended to qualify as profits interests for U.S. federal income tax purposes. Upon achieving equivalent capital account balance per unit, the units are convertible into common partnership interests in HR Holdings and then may be converted into common stock of the Issuer on a one-for-one basis. The partnership units have no expiration date. |