Shareholders' Equity

Common Shares

The Company is authorized to issue up to 500,000,000 common shares of beneficial interest, $.01 par value per share ("common shares"). Each outstanding common share entitles the holder to one vote on all matters submitted to a vote of shareholders. Holders of the Company’s common shares are entitled to receive dividends when authorized by the Company's Board of Trustees. As of December 31, 2017, 45,375,266 common shares were outstanding.

Common share offerings of the Company consisted of the following from inception through December 31, 2017:



Type of Offering ⁽¹⁾	Date	Shares Issued	Price per Share		Gross Proceeds (in thousands)		Net Proceeds (in thousands)
Initial public offering	4/21/2010	8,625,000	$	20.00	$	172,500	$	158,700
Private placement offering ⁽²⁾	4/21/2010	500,000	20.00		10,000		10,000
Follow-on common share offering	2/8/2011	4,000,000	16.00		64,000		60,300
Over-allotment option	2/8/2011	600,000	16.00		9,600		9,100
Follow-on common share offering	1/14/2013	3,500,000	14.70		51,400		48,400
Over-allotment option	1/31/2013	92,677	14.70		1,400		1,300
Follow-on common share offering	6/18/2013	4,500,000	16.35		73,600		70,000
Over-allotment option	6/28/2013	475,823	16.35		7,800		7,400
Follow-on common share offering	9/30/2013	3,250,000	18.35		59,600		56,700
Over-allotment option	10/11/2013	487,500	18.35		8,900		8,500
Follow-on common share offering	9/24/2014	6,000,000	21.85		131,100		125,600
Over-allotment option	9/24/2014	900,000	21.85		19,700		18,900
Follow-on common share offering	1/27/2015	3,500,000	30.00		105,000		103,300
Over-allotment option	1/27/2015	525,000	30.00		15,750		15,500
Follow-on common share offering	11/9/2017	5,000,000	21.90		$	109,500	$	108,700
		41,956,000			$	839,850	$	802,400

(1) Excludes any shares issued pursuant to the Company's ATM Plans or DRSPPs (each as defined below).

(2) The Company sold 500,000 common shares to Jeffrey H. Fisher, the Company’s Chairman, President and Chief Executive Officer (“Mr. Fisher”) in a private placement concurrent with its IPO.

In January 2014, we established a $25 million dividend and reinvestment and stock purchase plan (the "Prior DRSPP"). We filed a new $50 million registration statement for the dividend reinvestment and stock purchase plan (the "New DRSPP" and together with the Prior DRSPP, the "DRSPPs") on December 28, 2017 to replace the prior expiring program. Under the DRSPPs, shareholders may purchase additional common shares by reinvesting some or all of the cash dividends received on the Company's common shares. Shareholders may also make optional cash purchases of the Company's common shares subject to certain limitations detailed in the prospectuses for the DRSPPs. As of December 31, 2017 and December 31, 2016, respectively, we had issued 741,730 and 29,333 shares under the DRSPPs at a weighted average price of $21.00 and $21.22 per share, respectively. As of December 31, 2017, there were common shares having a maximum aggregate sales price of approximately $50.0 million available for issuance under the New DRSPP.

In January 2014, the Company established the Prior ATM Plan whereby, from time to time, the Company may publicly offer and sell up to $50 million of its common shares by means of ordinary brokers' transactions on the New York Stock Exchange (the "NYSE"), in negotiated transactions or in transactions that are deemed to be "at the market" offerings as defined in Rule 415 under the Securities Act, with Cantor Fitzgerald & Co. acting as sales agent. On January 13, 2015, the Company entered into a sales agreement with Barclays Capital Inc. (“Barclays”) to add Barclays as an additional sales agent under the Company’s Prior ATM Plan. We filed a $100 million registration statement for a new ATM program (the "ATM Plan" and together with the Prior ATM Plan, the "ATM Plans") on December 28, 2017 to replace the prior program. At the same time, the Company entered into sales agreements with Cantor, Barclays, Robert W. Baird & Co. Incorporated ("Baird"), BTIG, LLC ("BTIG"), Citigroup Global Markets Inc. ("Citigroup"), Stifel, Nicolaus & Company, Incorporated ("Stifel") and Wells Fargo Securities, LLC ("Wells Fargo") as sales agents. As of December 31, 2017 and December 31, 2016, respectively, we had issued 2,147,695 and 880,820 shares under the ATM Plans at a weighted average price of $21.87 and $23.54 per share, respectively, in addition to the offerings above. As of December 31, 2017, there were common shares having a maximum aggregate sales price of approximately $100.0 million available for issuance under the ATM Plan.

Preferred Shares

The Company is authorized to issue up to 100,000,000 preferred shares, $.01 par value per share. No preferred shares were outstanding at December 31, 2017 and 2016.

Operating Partnership Units

Holders of common units in the Operating Partnership, if and when issued, will have certain redemption rights, which will enable the unit holders to cause the Operating Partnership to redeem their units in exchange for, at the Company’s option, cash per unit equal to the market price of the Company’s common shares at the time of redemption or for the Company’s common shares on a one-for-one basis. The number of shares issuable upon exercise of the redemption rights will be adjusted upon the occurrence of share splits, mergers, consolidations or similar pro-rata share transactions, which otherwise would have the effect of diluting the ownership interests of limited partners or shareholders. As of December 31, 2017 and 2016, there were no Operating Partnership common units held by unaffiliated third parties.

At December 31, 2017 and 2016, an aggregate of 257,775 and 257,775 LTIP units, respectively, a special class of operating partnership units, were held by executive officers. The LTIP units receive per unit distributions equal to the per share distribution paid on common shares. Upon the closing of the Company's equity offering on September 30, 2013, the Company determined that a revaluation event occurred, as defined in the Internal Revenue Code of 1986, as amended (the "Code"), and 26,250 LTIP units awarded in 2010 and held by one of the officers of the Company achieved full parity with the common units of the Operating Partnership with respect to liquidating distributions and all other purposes. 100% of these LTIP units have vested as of December 31, 2017 . As of June 4, 2014, the Company determined that a revaluation event occurred, as defined in the Code, and 231,525 LTIP units awarded in 2010 and held by the other two officers of the Company achieved full parity with the common units of the Operating Partnership with respect to liquidating distributions and all other purposes. 100% of the units have reached parity as of December 31, 2017. Accordingly, these LTIP units awarded in 2010 are allocated their pro-rata share of the Company's net income.

At December 31, 2017 and 2016, an aggregate of 356,933 and 222,585 Class A Performance LTIP units, respectively, were held by executive officers. Prior to vesting, holders of Class A Performance LTIP Units will not be entitled to vote their Class A Performance LTIP units. In addition, under the terms of the Class A Performance LTIP units, a holder of a Class A Performance LTIP unit will generally (i) be entitled to receive 10% of the distributions made on a common unit of the Operating Partnership during the period prior to vesting of such Class A Performance LTIP unit (the “Pre-Vesting Distributions”), (ii) be entitled, upon the vesting of such Class A Performance LTIP unit, to receive a special one-time “catch-up” distribution per LTIP unit equal to the aggregate amount of distributions that were paid on a common unit during the period prior to vesting of such Class A Performance LTIP unit minus the aggregate amount of Pre-Vesting Distributions paid on such Class A Performance LTIP unit, and (iii) be entitled, following the vesting of such Class A Performance LTIP unit, to receive the same amount of distributions paid on a common unit of the Operating Partnership. As of June 1 2017, the Company determined that a revaluation event occurred, as defined in the Code, and 118,791 and 128,859 LITP units awarded in 2016 and 2017, respectively, and held by six officers of the Company had achieved full parity with the common units of the Operating Partnership with respect to liquidating distributions and all other purposes. As of December 31, 2017, 33% and 0% of these units awarded in 2016 and 2017, respectively, have vested. Accordingly, these LTIP units awarded in 2016 and 2017 are allocated their pro-rata share of the Company's net income.

At December 31, 2017 and 2016, an aggregate of 162,540 and 72,966 2016 Time-Based LTIP Unit Awards, respectively, a special class of operating partnership units, were held by executive officers. The 2017 Time-Based LTIP Unit Awards will vest ratably on each of March 1, 2018, March 1, 2019 and March 1, 2020. The 2016 Time-Based LTIP Unit Awards will vest ratably on each of January 28, 2017, January 28, 2018 and January 28, 2019. Prior to vesting, a holder is entitled to receive distributions on and to vote the LTIP Units that comprise the 2016 Time-Based LTIP Unit Awards.