Form 4: City Office REIT Director Reports Post-Merger Share Sale
Merger Completion & Insider Transaction Report
City Office REIT Director Michael Mazan reported the disposition of shares and restricted stock units following the company's merger, with shareholders receiving $7.00 per share in cash.
Summary
- City Office REIT, Inc. merged with and into Merger Sub, a wholly-owned subsidiary of MCME Carell Holdings, LP, on January 9, 2026.
- Each share of City Office REIT's common stock converted into the right to receive $7.00 per share in cash.
- Outstanding Restricted Stock Units and Performance Restricted Stock Units also converted into cash at the Merger Consideration Price.
- Director Michael Mazan disposed of 2,900 shares of common stock directly and 39,000 shares indirectly through Scarcliffe Beach Holdings Inc. (HoldCo).
- Mazan also disposed of 18,830 Restricted Stock Units.
- Following the merger, Michael Mazan is no longer subject to Section 16 reporting requirements for City Office REIT securities.
Sentiment
Score: 7
Explanation: The filing reports the successful completion of a merger, resulting in a definitive cash payout for shareholders and the reporting person, indicating a positive and final liquidity event for investors in the acquired entity.
Positives
- Shareholders received a definitive cash payout of $7.00 per share for their common stock.
- Restricted Stock Units and Performance Restricted Stock Units held by the reporting person also converted to cash at the $7.00 per share price, providing liquidity.
Negatives
- City Office REIT, Inc. ceased to exist as an independent publicly traded entity following the merger.
Future Outlook
NA
Industry Context
This filing reports the completion of a merger, which is a common event in the real estate investment trust (REIT) sector, often driven by market consolidation or strategic repositioning. The specific filing does not provide broader industry trends or competitive analysis.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Director | Michael Mazan | NA | 01/09/2026 | Cessation of public entity due to merger; reporting person is no longer subject to Section 16. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Corporate Structure Change | City Office REIT, Inc. merged into a wholly-owned subsidiary of MCME Carell Holdings, LP, ceasing to be an independent publicly traded entity. | 01/09/2026 | Eliminated public reporting requirements, independent board oversight, and public shareholder rights for City Office REIT. |
Related Party Transactions
- The reporting person's indirect beneficial ownership of 39,000 shares through Scarcliffe Beach Holdings Inc. (HoldCo), of which the reporting person is a member, was disposed of as part of the merger.
Stakeholder Impact
- Shareholders: Received $7.00 per share in cash for their common stock, providing a final liquidity event.
- Company: City Office REIT ceased to exist as an independent public entity, becoming a wholly-owned subsidiary.
Next Steps
- The reporting person is no longer subject to Section 16 reporting requirements for City Office REIT securities.
Key Dates
| Date | Description |
|---|---|
| 07/23/2025 | Date of the Agreement and Plan of Merger between Issuer, MCME Carell Holdings, LP, and MCME Carell Merger Sub, LLC. |
| 01/09/2026 | Merger Effectiveness Time, when City Office REIT merged into Merger Sub and all transactions occurred. |
Keywords
City Office REIT, CIO, Merger, Insider Transaction, Form 4, Real Estate, REIT, Share Sale, Restricted Stock Units
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