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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Pillarstone Capital REIT (CE) | USOTC:PRLE | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.02 | 0.00 | 01:00:00 |
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Maryland
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001-15409
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39-6594066
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(State or Other Jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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2600 South Gessner, Suite 555
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Houston, TX
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77063
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(Address of Principal Executive Offices)
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(Zip Code)
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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•
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Explanation of changes in the results of operations in the Consolidated Statements of Operations for the year ended December 31, 2016 compared to the year ended December 31, 2015.
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•
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Our critical accounting policies and estimates that require our subjective judgment and are important to the presentation of our financial condition and results of operations.
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•
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Our primary sources and uses of cash for the year ended December 31, 2016, and how we intend to generate cash for long-term capital needs.
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•
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Our current income tax status.
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•
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borrowings from new loans;
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•
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additional equity issuances of our common and preferred shares; and
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•
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proceeds from the sales of our real estate, a technology segment, and marketable securities.
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Pillarstone Capital REIT
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||||||||||||||||||||||
Real Estate Assets
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||||||||||||||||||||||
As of December 31, 2016
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||||||||||||||||||||||
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Community Name
|
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Location
|
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Year Built/
Renovated
|
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GLA
|
|
Percent
Occupied at
12/31/2016
|
|
Annualized Base
Rental Revenue
(in thousands)
(1)
|
|
Average
Base Rental
Revenue Per
Sq. Ft.
(2)
|
|
Average Net Effective Annual Base Rent Per Leased Sq. Ft.
(3)
|
||||||||
9101 LBJ Freeway
|
|
Dallas
|
|
1985
|
|
125,874
|
|
|
84
|
%
|
|
$
|
1,445
|
|
|
$
|
13.67
|
|
|
$
|
12.90
|
|
Corporate Park Northwest
|
|
Houston
|
|
1981
|
|
174,359
|
|
|
82
|
%
|
|
1,656
|
|
|
11.58
|
|
|
11.66
|
|
|||
Corporate Park West
|
|
Houston
|
|
1999
|
|
175,665
|
|
|
82
|
%
|
|
1,561
|
|
|
10.84
|
|
|
10.59
|
|
|||
Corporate Park Woodland
|
|
Houston
|
|
2000
|
|
99,937
|
|
|
94
|
%
|
|
956
|
|
|
10.18
|
|
|
10.49
|
|
|||
Corporate Park Woodland II
|
|
Houston
|
|
2000
|
|
16,220
|
|
|
95
|
%
|
|
227
|
|
|
14.73
|
|
|
14.34
|
|
|||
Dairy Ashford
|
|
Houston
|
|
1981
|
|
42,902
|
|
|
29
|
%
|
|
102
|
|
|
8.20
|
|
|
8.28
|
|
|||
Holly Hall Industrial Park
|
|
Houston
|
|
1980
|
|
90,000
|
|
|
91
|
%
|
|
739
|
|
|
9.02
|
|
|
8.30
|
|
|||
Holly Knight
|
|
Houston
|
|
1984
|
|
20,015
|
|
|
85
|
%
|
|
332
|
|
|
19.51
|
|
|
18.93
|
|
|||
Interstate 10 Warehouse
|
|
Houston
|
|
1980
|
|
151,000
|
|
|
88
|
%
|
|
571
|
|
|
4.30
|
|
|
4.46
|
|
|||
Main Park
|
|
Houston
|
|
1982
|
|
113,410
|
|
|
78
|
%
|
|
664
|
|
|
7.51
|
|
|
7.39
|
|
|||
Plaza Park
|
|
Houston
|
|
1982
|
|
105,530
|
|
|
61
|
%
|
|
541
|
|
|
8.40
|
|
|
8.54
|
|
|||
Uptown Tower
|
|
Dallas
|
|
1982
|
|
253,981
|
|
|
77
|
%
|
|
3,088
|
|
|
15.79
|
|
|
17.48
|
|
|||
Westbelt Plaza
|
|
Houston
|
|
1978
|
|
65,619
|
|
|
85
|
%
|
|
495
|
|
|
8.87
|
|
|
9.09
|
|
|||
Westgate Service Center
|
|
Houston
|
|
1984
|
|
97,225
|
|
|
87
|
%
|
|
592
|
|
|
7.00
|
|
|
7.39
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total / Weighted Average
|
|
|
|
|
|
1,531,737
|
|
|
81
|
%
|
|
$
|
12,969
|
|
|
$
|
10.45
|
|
|
$
|
10.64
|
|
(1)
|
Calculated as the tenant's actual December 31, 2016 base rent (defined as cash base rents including abatements) multiplied by 12. Excludes vacant space as of December 31, 2016. Because annualized base rental revenue is not derived from historical results that were accounted for in accordance with GAAP, historical results differ from the annualized amounts. Total abatements for leases in effect as of December 31, 2016 equaled approximately $53,000 for the month ended December 31, 2016.
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(2)
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Calculated as annualized base rent divided by gross leasable area (“GLA”) leased as of December 31, 2016. Excludes vacant space as of December 31, 2016.
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(3)
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Represents (i) the contractual base rent for leases in place as of December 31, 2016, adjusted to a straight-line basis to reflect changes in rental rates throughout the lease term and amortize free rent periods and abatements, but without regard to tenant improvement allowances and leasing commissions, divided by (ii) square footage under commenced leases of December 31, 2016.
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Common Shares
(1)
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Preferred A Shares
(2)
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Preferred C Shares
(3)
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Total Common Shares and Preferred Shares
(4)
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||||||||||||||||
Name
|
|
Number
|
|
Percent
(5)
|
|
Number
|
|
Percent
(5)
|
|
Number
|
|
Percent
|
|
Number
|
|
Percent
(5)
|
||||||||
James C. Mastandrea
|
|
219,420
|
|
(6)
|
48.8
|
%
|
|
161,410
|
|
(16)
|
62.9
|
%
|
|
56,944
|
|
|
23.3
|
%
|
|
838,090
|
|
(18)
|
78.4
|
%
|
Paul T. Lambert
|
|
87,086
|
|
(7)
|
19.4
|
%
|
|
—
|
|
|
—
|
%
|
|
62,500
|
|
|
25.6
|
%
|
|
712,086
|
|
(19)
|
66.3
|
%
|
John J. Dee
|
|
19,177
|
|
(8)
|
4.6
|
%
|
|
—
|
|
(17)
|
—
|
%
|
|
12,500
|
|
|
5.1
|
%
|
|
144,177
|
|
(20)
|
26.4
|
%
|
Daryl J. Carter
|
|
26,665
|
|
(9)
|
6.2
|
%
|
|
—
|
|
|
—
|
%
|
|
37,500
|
|
|
15.3
|
%
|
|
401,665
|
|
(21)
|
49.9
|
%
|
Daniel G. DeVos
|
|
42,795
|
|
(10)
|
9.6
|
%
|
|
—
|
|
|
—
|
%
|
|
62,500
|
|
|
25.6
|
%
|
|
667,795
|
|
(22)
|
62.4
|
%
|
All trustees and current executive officers as a group
(11)
|
|
395,143
|
|
(12)
|
68.8
|
%
|
|
161,410
|
|
|
62.9
|
%
|
|
231,944
|
|
|
94.9
|
%
|
|
2,763,813
|
|
(23)
|
93.9
|
%
|
Paragon Real Estate Development, LLC
|
|
163,117
|
|
(13)
|
40.3
|
%
|
|
161,410
|
|
(16)
|
62.9
|
%
|
|
—
|
|
|
—
|
%
|
|
212,347
|
|
(24)
|
46.7
|
%
|
Timothy D. O'Donnell
|
|
32,207
|
|
(14)
|
8.0
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
32,207
|
|
|
1.0
|
%
|
Mark Schurgin
|
|
80,598
|
|
(15)
|
19.9
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
80,598
|
|
|
2.6
|
%
|
(1)
|
Percentages based on 405,103 common shares outstanding, not including 38,130 shares held in treasury. For each individual trustee and executive officer, also includes common shares he has the right to acquire through share options and convertible notes payable. The options that are currently exercisable for all named persons is 667, and the common shares issuable upon conversion of notes payable for all named persons is 168,867. Percentages also include 6,667 restricted shares issuable to an independent third party that Mr. Mastandrea has the right to vote.
|
(2)
|
Percentages based on 256,636 Preferred A Shares outstanding, which convert to 53,610 common shares as follows: 161,410 Preferred A Shares are each convertible into 0.305 common shares and 95,226 Preferred A Shares are each convertible into 0.046 common shares.
|
(3)
|
Percentages based on 244,444 Preferred C Shares outstanding, which convert to 2,444,440 common shares. Each Preferred C Share is convertible into 10 common shares.
|
(4)
|
Percentages based on 405,103 common shares outstanding, not including 38,130 shares held in treasury, and including 256,636 Preferred A Shares which convert to 53,610 common shares, 244,444 Preferred C Shares which convert to 2,444,440 common shares, and notes payable which are convertible into 168,867 common shares. For each individual trustee and executive officer, also includes common shares he has the right to acquire through share options that are currently exercisable and shares that are issuable upon conversion of notes payable. Mr. Mastandrea’s percentage is calculated using a denominator that includes (i) 405,103 common shares, not including 38,130 shares held in treasury; (ii) 56,944 Preferred C Shares that convert to 569,440 common shares; and (iii) 161,410 Preferred A Shares that convert to 49,230 common shares; (iv) 6,667 restricted common shares issuable to an independent third party that Mr. Mastandrea has the right to vote; and (v) 44,590 common shares issuable upon conversion of notes payable due to Mr. Mastandrea.
|
(5)
|
The ownership percentages total more than 100% due to more than one person or entity being considered the beneficial owner of the same shares, in accordance with SEC regulations for this table.
|
(6)
|
Includes: (i) 6,667 restricted common shares issuable to an independent third party that Mr. Mastandrea has the right to vote; (ii) 163,117 common shares held by Paragon Real Estate Development, LLC, of which Mr. Mastandrea is the managing member; (iii) 2,000 common shares; (iv) 2,000 restricted common shares; (v) 1,046 common shares and (vi) 44,590 common shares issuable upon conversion of notes payable.
|
(7)
|
Includes: (i) 667 options; (ii) 5,929 common shares held by Lambert Equities II, LLC, of which Mr. Lambert is the controlling majority member and sole manager; (iii) 36,850 common shares; and (iv) 43,640 common shares issuable upon conversion of notes payable.
|
(8)
|
Includes: (i) 2,000 common shares (ii) 2,000 restricted commons shares and (iii) 15,177 common shares issuable upon conversion of notes payable. Does not include 163,117 common shares held by Paragon Real Estate Development, LLC, of which Mr. Dee is a member.
|
(9)
|
Includes: (i) 2,000 common shares and (ii) 24,665 common shares issuable upon conversion of notes payable.
|
(10)
|
Includes: (i) 2,000 common shares and (ii) 40,795 common shares issuable upon conversion of notes payable.
|
(11)
|
Includes five named persons who are trustees of Pillarstone.
|
(12)
|
Includes: (i) 6,667 restricted common shares issuable to an independent third party that Mr. Mastandrea has the right to vote; (ii) 163,117 common shares held by Paragon Real Estate Development, LLC, of which Mr. Mastandrea is the managing member; (iii) 4,000 common shares; (iv) 4,000 restricted common shares; (v) 667 options; (vi) 47,825 common shares; and (vii) 168,867 common shares issuable upon conversion of notes payable.
|
(13)
|
Mr. Mastandrea is the managing member of Paragon Real Estate Development, LLC and these shares are also included in Mr. Mastandrea’s common shares.
|
(14)
|
Based solely on a Schedule 13G filed by Mr. O’Donnell on February 2, 2016, which states that Mr. O’Donnell has sole voting and dispositive power with respect to 25,860 common shares and shared voting and dispositive power with respect to 6,347 common shares. The 6,347 common shares are owned by Mr. O’Donnell’s spouse, as to which he disclaims beneficial ownership.
|
(15)
|
Includes: 80,598 common shares. Based solely on information on the Form 4 filed on January 19, 2017 with the SEC by Mr. Schurgin.
|
(16)
|
Represents shares held by Paragon Real Estate Development, LLC, of which Mr. Mastandrea is the managing member. Each Preferred A Share is convertible into 0.305 common shares.
|
(17)
|
Does not include 161,410 Preferred A Shares held by Paragon Real Estate Development, LLC, of which Mr. Dee is a member.
|
(18)
|
Includes: (i) 6,667 restricted common shares issuable to an independent third party that Mr. Mastandrea has the right to vote; (ii) 163,117 common shares held by Paragon Real Estate Development, LLC, of which Mr. Mastandrea is the managing member; (iii) 2,000 common shares; (iv) 2,000 restricted common shares; (v) 49,230 common shares issuable upon conversion of 161,410 Preferred A Shares held by Paragon Real Estate Development, LLC; (vi) 569,440 common shares issuable upon conversion of 56,944 Preferred C Shares; (vii) 44,590 common shares issuable upon conversion of notes payable; and (viii) 1,046 common shares.
|
(19)
|
Includes: (i) 667 options; (ii) 625,000 common shares issuable upon conversion of 62,500 Preferred C Shares; (iii) 43,640 common shares issuable upon conversion of notes payable; and (iv) 42,779 common shares.
|
(20)
|
Includes: (i) 2,000 common shares (ii) 2,000 restricted common shares; (iii) 125,000 common shares issuable upon conversion of 12,500 Preferred C Shares; and (iv) 15,177 common shares issuable upon conversion of notes payable. Does not include 163,117 common shares or 161,410 Preferred A Shares held by Paragon Real Estate Development, LLC, of which Mr. Dee is a member.
|
(21)
|
Includes: (i) 2,000 common shares; (ii) 375,000 common shares issuable upon conversion of 37,500 Preferred C Shares; and (iii) 24,665 common shares issuable upon conversion of notes payable.
|
(22)
|
Includes: (1) 2,000 common shares; (ii) 625,000 common shares issuable upon conversion of 62,500 Preferred C Shares; and (iii) 40,795 common shares issuable upon conversion of notes payable.
|
(23)
|
Includes: (i) 6,667 restricted common shares issuable to an independent third party that Mr. Mastandrea has the right to vote; (ii) 163,117 common shares held by Paragon Real Estate Development, LLC, of which Mr. Mastandrea is the managing member; (iii) 4,000 common shares; (iv) 4,000 restricted common shares; (v) 667 options; (vi) 49,230 common shares issuable upon conversion of 161,410 Preferred A Shares held by Paragon Real Estate Development, LLC; (vii) 2,319,440 common shares issuable upon conversion of 231,944 Preferred C Shares; (viii) 168,867 common shares issuable upon conversion of notes payable and (ix) 47,825 common shares.
|
(24)
|
Includes (i) 163,117 common shares and (ii) 49,230 common shares issuable upon conversion of 161,410 Preferred A Shares. These shares are also included in Mr. Mastandrea’s total shares.
|
Name
|
|
Age
|
|
Position
|
James C. Mastandrea
|
|
73
|
|
President, Chief Executive Officer and Chairman of Board of Trustees
|
John J. Dee
|
|
65
|
|
Senior Vice President, Chief Financial Officer and Trustee
|
Name
|
|
Age
|
Daryl J. Carter
|
|
61
|
Dennis H. Chookaszian
|
|
73
|
Daniel G. DeVos
|
|
59
|
Paul T. Lambert
|
|
64
|
•
|
commercial real estate experience;
|
•
|
an in-depth knowledge of and working experience in finance or marketing;
|
•
|
capital markets or public company experience;
|
•
|
university teaching experience in a Master of Business Administration or similar program;
|
•
|
experience as a chief executive officer, chief operating officer or chief financial officer of a public or private company; or
|
•
|
public or private company board experience.
|
|
|
Option Awards
|
|
Stock Awards
|
||||||||||||||||||
|
|
Number of Securities Underlying Unexercised Options
|
|
Number of Securities Underlying Unexercised Options
|
|
Option Exercise Price
|
|
Option Expiration Date
|
|
Number of Shares or Units of Stock That Have Not Vested
(1)
|
|
Market Value of Shares or Units of Stock That Have Not Vested
|
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested
|
||||||||
Name
|
|
Exercisable
|
|
Unexercisable
|
|
|
|
|
|
|||||||||||||
James C. Mastandrea
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,000
|
|
|
$
|
2,800
|
|
|
—
|
|
John J. Dee
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,000
|
|
|
$
|
2,800
|
|
|
—
|
|
(1)
|
Represents restricted common shares issued January 2, 2004. Half of the restricted shares vested on the fifth anniversary of the issuance date. The remaining half will vest when funds from operations has doubled or when Pillarstone’s share price is 50% higher compared to the average trading price for the five days preceding the grant date.
|
•
|
the date our gross assets exceed $50.0 million, or
|
•
|
50% of the restricted shares on March 4, 2004; 25% of the shares on March 4, 2005; and the remaining 25% of the shares on March 4, 2006.
|
Trustee
|
|
Face Amount
|
|
Accrued Interest
|
|
Total
|
|
Convertible into Common Shares
|
|||||||
Daryl J. Carter
|
|
$
|
28,888
|
|
|
$
|
3,941
|
|
|
$
|
32,829
|
|
|
24,665
|
|
Daniel G. DeVos
|
|
47,780
|
|
|
6,519
|
|
|
54,299
|
|
|
40,795
|
|
|||
Paul T. Lambert
|
|
51,112
|
|
|
6,974
|
|
|
58,086
|
|
|
43,640
|
|
|||
James C. Mastandrea
|
|
52,224
|
|
|
7,125
|
|
|
59,349
|
|
|
44,590
|
|
|||
John J. Dee
|
|
17,776
|
|
|
2,425
|
|
|
20,201
|
|
|
15,177
|
|
|||
Total
|
|
$
|
197,780
|
|
|
$
|
26,984
|
|
|
$
|
224,764
|
|
|
168,867
|
|
For the Year Ended December 31, 2016
|
|
High
|
|
Low
|
|
||||
|
|
|
|
|
|
||||
First Quarter
|
|
$
|
3.00
|
|
|
$
|
1.40
|
|
|
Second Quarter
|
|
$
|
3.00
|
|
|
$
|
1.76
|
|
|
Third Quarter
|
|
$
|
2.50
|
|
|
$
|
2.00
|
|
|
Fourth Quarter
|
|
$
|
5.25
|
|
|
$
|
1.75
|
|
|
|
|
|
|
|
|
||||
For the Year Ended December 31, 2015
|
|
High
|
|
Low
|
|
||||
|
|
|
|
|
|
||||
First Quarter
|
|
$
|
2.00
|
|
|
$
|
1.25
|
|
|
Second Quarter
|
|
$
|
1.85
|
|
|
$
|
1.50
|
|
|
Third Quarter
|
|
$
|
1.80
|
|
|
$
|
1.60
|
|
|
Fourth Quarter
|
|
$
|
1.70
|
|
|
$
|
1.01
|
|
|
(d)
|
|
Exhibits
|
|
|
99.1
|
|
Financial Statements of business acquired for the years ended December 31, 2016 and 2015.
|
|
|
|
|
|
|
|
99.2
|
|
Pro Forma financial information for the year ended December 31, 2016.
|
|
|
|
||
|
|
|
|
|
Pillarstone Capital REIT
|
|
|
(Registrant)
|
|
|
|
March 22, 2017
|
|
/s/ John J. Dee
|
(Date)
|
|
John J. Dee
Chief Financial Officer and Senior Vice President
|
Exhibit No.
|
|
Exhibit
|
99.1
|
|
Financial Statements of business acquired for the years ended December 31, 2016 and 2015.
|
|
|
|
99.2
|
|
Pro Forma financial information for the year ended December 31, 2016.
|
1 Year Pillarstone Capital REIT (CE) Chart |
1 Month Pillarstone Capital REIT (CE) Chart |
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