Attached files
| file | filename |
|---|---|
| EX-31.1 - EXHIBIT 31.1 - Gramercy Property Trust Inc. | v352424_ex31-1.htm |
| EX-10.2 - EXHIBIT 10.2 - Gramercy Property Trust Inc. | v352424_ex10-2.htm |
| EX-31.2 - EXHIBIT 31.2 - Gramercy Property Trust Inc. | v352424_ex31-2.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2013
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to .
Commission File Number: 001-32248
GRAMERCY PROPERTY TRUST INC.
(Exact name of registrant as specified in its charter)
| Maryland | 06-1722127 | |
| (State or other jurisdiction of | (I.R.S. Employer Identification No.) | |
| incorporation or organization) |
420 Lexington Avenue, New York, New York 10170
(Address of principal executive offices) (Zip Code)
(212) 297-1000
(Registrant's telephone number, including area code)
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 Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer” and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ¨ | Accelerated filer x | 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
The number of shares outstanding of the registrant's common stock, $0.001 par value, was 59,372,672 as of August 8, 2013.
EXPLANATORY NOTE
Gramercy Property Trust Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (this “Amendment”) to amend our 10-Q for the period ended June 30, 2013, filed on August 8, 2013 (the “Original Filing”). This amendment is being filed solely to include Exhibit 10.2, which was inadvertently omitted from the Original Filing.
This Amendment should be read in conjunction with the Original Filing, which continues to speak as of the date of the Quarterly Report. Other than as set forth above, the Amendment does not modify or update disclosures in the Original Filing. Accordingly, this Amendment does not reflect events occurring after the filing of the Quarterly Report or modify or update any related or other disclosures.
| ITEM 6. | INDEX TO EXHIBITS |
| Exhibit No. |
Description | |
| 3.1 | Articles of Incorporation of the Company, incorporated by reference to the Company’s Registration Statement on Form S-11 (No. 333-114673), filed with the SEC on July 26, 2004. | |
| 3.2 | Amended and Restated Bylaws of the Company, incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on May 9, 2013. | |
| 3.3 | Articles Supplementary designating the 8.125% Series A Cumulative Redeemable Preferred Stock, liquidation preference $25.00 per share, par value $0.001 per share, dated April 18, 2007, incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on April 18, 2007. | |
| 3.4 | Articles Supplementary designating the Class B-1 non-voting common stock, par value $0.001 per share, and Class B-2 non-voting common stock, par value $0.001 per share, incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on December 12, 2012. | |
| 3.5 | Articles of Amendment to the Articles of Amendment and Restatement of Gramercy Property Trust Inc., incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on April 18, 2013. | |
| 4.1 | Form of specimen stock certificate representing the common stock of the Company, par value $.001 per share, incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on April 18, 2007. | |
| 4.2 | Form of stock certificate evidencing the 8.125% Series A Cumulative Redeemable Preferred Stock of the Company, liquidation preference $25.00 per share, par value $0.001 per share, incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on April 18, 2007. | |
|
10.1 |
First Amendment, dated April 30, 2013 to the Employment and Noncompetition Agreement, dated July 1, 2012, as amended, between Gramercy Property Trust Inc. and Gordon F. DuGan, incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on May 6, 2013. | |
| 10.2 | Third Amendment to the Third Amended and Restated Agreement of Limited Partnership of GKK Capital LP, dated as of August 7, 2013, filed herewith. | |
| 31.1 | Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith. | |
| 31.2 | Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith. | |
| 32.1 | Certification by the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, furnished with the Original Filing. | |
| 32.2 | Certification by the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, furnished with the Original Filing. | |
| 101.INS | XBRL Instance Document, furnished with the Original Filing. | |
| 101.SCH | XBRL Taxonomy Extension Schema, furnished with the Original Filing. | |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase, furnished with the Original Filing. | |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase, furnished with the Original Filing. | |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase, furnished with the Original Filing. | |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase, furnished with the Original Filing. |
SIGNATURES
Pursuant to the requirements 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.
| GRAMERCY PROPERTY TRUST INC. | |||
| Dated: August 9 , 2013 | By: | /s/ Jon W. Clark | |
| Name: Jon W. Clark | |||
| Title: Chief Financial Officer (duly authorized officer and principal financial and accounting officer) | |||