Class A common shares of Whitestone REIT, | Units of Limited Partnership of |
($0.001 Par Value) | Whitestone REIT Operating Partnership, L.P. |
(Title of Class of Securities) | (Title of Class of Securities) |
966084105 | None |
(CUSIP Numbers of Class of Securities) | (CUSIP Numbers of Class of Securities) |
Transaction Valuation (1)
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Amount of Filing Fee
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$ 15,691,993
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$1,799
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(1)
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This valuation assumes the exchange of 1,321,431 Class B common shares of Whitestone REIT, the maximum number of shares that may be delivered in connection with the exchange offer. Estimated solely for purposes of calculating the filing fee pursuant to Rule 0-11(a)(4) under the Securities Exchange Act of 1934, as amended, based on the average of the high and low prices of the Whitestone REIT’s Class B common shares on the NYSE Amex on November 18, 2011.
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[X] |
Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid: $1,799
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Filing Party:
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Whitestone REIT
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Whitestone REIT Operating Partnership, L.P.
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Form or Registration No.: Form S-4 (333-178098)
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Date Filed:
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November 22, 2011
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[ ] |
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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[ ]
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third-party tender offer subject to Rule 14d-1.
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[X]
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issuer tender offer subject to Rule 13e-4.
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[ ]
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going-private transaction subject to Rule 13e-3.
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[ ]
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amendment to Schedule 13D under Rule 13d-2.
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1.
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The Exchange Offer expired at 5:00 p.m., New York City time, on Wednesday, January 11, 2012, and any Class A common shares and OP units previously surrendered for exchange could be validly withdrawn at any time prior to 5:00 p.m., New York City time, on Wednesday, January 11, 2012.
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2.
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988,819 Class A common shares were validly tendered.
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3.
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1,735 “odd-lot” Class A common shares tendered were not subject to proration.
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4.
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987,084 Class A common shares were subject to proration.
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5.
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867,789 Class A common shares were accepted.
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6.
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87.74% was the final proration factor that was applied to all Class A common shares tendered (other than “odd-lots” not subject to proration) to determine the number of such shares that would be accepted.
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7.
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453,580 OP units were validly tendered and accepted.
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8.
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The OP units were not subject to proration.
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Whitestone REIT
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By: /s/ David K. Holeman
David K. Holeman
Chief Financial Officer
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Whitestone REIT Operating Partnership, L.P. | ||||
By: | Whitestone REIT, its General Partner | |||
By:
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/s/ David K. Holeman | |||
David K. Holeman
Chief Financial Officer
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Exhibit No.
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Description
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(a)(1)(i)
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Prospectus, dated December 9, 2011 (incorporated by reference to the Registration Statement on Form S-4 (File No. 333-178098), filing pursuant to Rule 424(b)(3) on December 9, 2011)
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(a)(1)(ii)*
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Letter of Transmittal for Class A common shares
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(a)(1)(iii)*
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Letter of Transmittal for OP units
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(a)(4)
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Incorporated by reference herein to Exhibit (a)(1)(i) hereof
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(h)(i)
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Opinion of Venable LLP (incorporated by reference to Exhibit 5.1 to the Registration Statement on Form S-4 (File No. 333-178098), filed on November 22, 2011)
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h(ii)
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Opinion of Bass, Berry & Sims PLC (incorporated by reference to Exhibit 8.1 to the Registration Statement on Form S-4 (File No. 333-178098), filed on November 22, 2011)
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