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Section 1: 10-Q/A (10-Q/A)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q/A

(Amendment No. 1)

 

x      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2018

 

OR

 

o         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission File Number 1-9317

 

EQUITY COMMONWEALTH

(Exact Name of Registrant as Specified in Its Charter)

 

Maryland

 

04-6558834

(State or Other Jurisdiction of Incorporation or
Organization)

 

(IRS Employer Identification No.)

 

Two North Riverside Plaza, Suite 2100, Chicago, IL

 

60606

(Address of Principal Executive Offices)

 

(Zip Code)

 

 

(312) 646-2800

(Registrant’s Telephone Number, Including Area Code)

 

Indicate by check mark whether the registrant:  (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x  No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x  No o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer x

 

Accelerated filer o

 

 

 

Non-accelerated filer o

 

Smaller reporting company o

(Do not check if a smaller reporting company)

 

Emerging growth company o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o  No x

 

Number of registrant’s common shares of beneficial interest, $0.01 par value per share, outstanding as of May 3, 2018: 121,457,073.

 

 

 



 

EXPLANATORY NOTE

 

This Form 10-Q/A (“Amendment No. 1”) is being filed solely to correct a typographical error in the number of shares outstanding on the cover page of the registrant’s Form 10-Q for the period ended March 31, 2018 (the “Original 10-Q Filing”) filed with the U.S. Securities and Exchange Commission on May 8, 2018.  The correct number of common shares outstanding as of May 3, 2018 is 121,457,073, as indicated on the cover page of this Amendment No. 1.

 

No other changes have been made to the Original 10-Q Filing.  This Amendment No. 1 does not reflect events that may have occurred subsequent to the filing of the Original 10-Q Filing, and except as noted above, does not modify or update in any way disclosures made in the Original 10-Q Filing.

 

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PART II.  Other Information

 

Item 6.  Exhibits.

 

Exhibit
Number

 

Description

31.1

 

Rule 13a-14(a) Certification. (Filed herewith.)

 

 

 

31.2

 

Rule 13a-14(a) Certification. (Filed herewith.)

 

 

 

101.1

 

The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Condensed Consolidated Statements of Comprehensive Income, (iv) the Condensed Consolidated Statements of Cash Flows and (v) related notes to these condensed consolidated financial statements, tagged as blocks of text and in detail. (Filed herewith.)

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

EQUITY COMMONWEALTH

 

 

 

 

 

 

 

By:

/s/ David A. Helfand

 

 

David A. Helfand

 

 

President and Chief Executive Officer

 

 

Dated:  May 8, 2018

 

 

 

 

 

 

 

By:

/s/ Adam S. Markman

 

 

Adam S. Markman

 

 

Executive Vice President, Chief Financial Officer and Treasurer

 

 

Dated:  May 8, 2018

 

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Section 2: EX-31.1 (EX-31.1)

Exhibit 31.1

 

CERTIFICATION PURSUANT TO EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a)

 

I, David A. Helfand, certify that:

 

1.     I have reviewed this Quarterly Report on Form 10-Q/A (Amendment No. 1) of Equity Commonwealth; and

 

2.     Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

 

Date:

May 8, 2018

 

/s/ David A. Helfand

 

 

David A. Helfand

 

 

President and Chief Executive Officer

 


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Section 3: EX-31.2 (EX-31.2)

EXHIBIT 31.2

 

CERTIFICATION PURSUANT TO EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a)

 

I, Adam S. Markman, certify that:

 

1.     I have reviewed this Quarterly Report on Form 10-Q/A (Amendment No. 1) of Equity Commonwealth; and

 

2.     Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

 

Date:

May 8, 2018

 

/s/Adam S. Markman

 

 

Adam S. Markman

 

 

Executive Vice President, Chief

 

 

Financial Officer and Treasurer

 


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