SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person*
Griffiths William H

(Last) (First) (Middle)
C/O EQUITY COMMONWEALTH
TWO NORTH RIVERSIDE PLAZA, SUITE 2100

(Street)
CHICAGO IL 60606

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
04/01/2021
3. Issuer Name and Ticker or Trading Symbol
Equity Commonwealth [ EQC ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP, CFO & Treasurer
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares of Beneficial Interest 45,238 I See footnote(1)
Common Shares of Beneficial Interest 6,746 I By LLC(2)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
OP Units (3) (3) Common Shares of Beneficial Interest 12,047 (3) I See footnote(1)
Restricted Share Units (4) (4) Common Shares of Beneficial Interest 6,169 (5) I See footnote(1)
Explanation of Responses:
1. These shares/units, as applicable, are held by the William Harden Griffiths Revocable Trust, of which the Reporting Person is the trustee and a beneficiary.
2. These shares are held by BGAC Investments LLC, of which the reporting person and his spouse are members. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
3. OP Units are shares of beneficial interest, designated as units, in EQC Operating Trust and are redeemable for cash or, at the option of Equity Commonwealth, exchangeable for Common Shares of Beneficial Interest of Equity Commonwealth ("Common Share") on a one-for-one basis.
4. Reflects Restricted Share Units ("RSU") that were issued to the Reporting Person as a result of certain performance criteria being met with respect to previously granted RSUs. These RSUs will vest in February of 2022, subject to the Reporting Person's continued employment with Equity Commonwealth through such date.
5. Each RSU represents the right to receive one Common Share, subject to the terms and conditions set forth in the applicable Equity Commonwealth equity compensation plan and the applicable RSU agreement for the Reporting Person.
Remarks:
Exhibit List: Exhibit 24 - Power of Attorney
/s/ Orrin S. Shifrin, attorney-in-fact 04/01/2021
** 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 5 (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.