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Form 4 Parkway, Inc. For: Oct 07 Filed by: Lipsey M. Jayson

October 12, 2016 6:45 PM EDT
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Lipsey M. Jayson
(Last) (First) (Middle)
BANK OF AMERICA CENTER
390 NORTH ORANGE AVENUE, SUITE 2400
(Street)
ORLANDO FL 32801
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Parkway, Inc. [ PKY ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP & COO
3. Date of Earliest Transaction (Month/Day/Year)
10/07/2016
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 10/07/2016   A   59,058 A (1) 59,058 D  
Common Stock 10/07/2016   A   14,208 A (2) 73,266 D  
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) $ 22 10/07/2016   A   132,045     (3) 03/02/2023 Common Stock 132,045 (3) 132,045 D  
OP Units (4) 10/07/2016   A   7,262     (4)   (4) Common Stock 7,262 (4) 7,262 D  
Explanation of Responses:
1. Represents time-based restricted stock units with respect to Parkway Properties, Inc.'s ("Old Parkway") common stock that were assumed and converted into time-based restricted stock units with respect to the Company's common stock ("RSUs") in connection with both the merger (the "Merger") of Old Parkway with and into a subsidiary of Cousins Properties Incorporated ("Cousins") and the subsequent pro rata distribution of the common stock of the Company by Cousins to its common stockholders (the "Distribution"), which RSUs will vest 1/3 on each of the first, second, and third anniversaries of the closing date of the Merger, subject to the executive's continued service with the Company on such dates.
2. Received pursuant to the Distribution on a distribution ratio of one share of the Company's common stock for every eight shares of Cousins common stock held on the record date.
3. Represents options that were assumed and converted in connection with both the Merger and the Distribution, 75% of which are fully vested and 25% of which will vest on March 2, 2017, subject to the executive's continued service with the Company on such date.
4. The OP units were held by the reporting person prior to the Distribution as LTIP units that were a derivative security of Old Parkway that vested and converted into OP units immediately prior to the Merger. In connection with the Merger, the OP units became a derivative security of the Company. OP units may be redeemed for cash or, at the Company's election, shares of the Company's common stock on a one-for-one basis beginning 12 months following the date of the initial issuance of the OP unit, or at such other time as may be set forth in the agreement pursuant to which the applicable OP units are issued.
/s/ A. Noni Holmes-Kidd, attorney-in-fact 10/12/2016
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

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