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

Document
This Amendment No. 1 to the Annual Report on Form 10-K of Camden Property Trust (the “Company”) for the year ended December 31, 2019, as filed with the Securities and Exchange Commission (the “SEC”) on February 20, 2020 (the “Original Form 10-K”), is being filed for the sole purpose of updating the exhibits to the Original Form 10-K to include Exhibit 4.14, which was inadvertently omitted from the Original Form 10-K as a result of an administrative error.  Exhibit 4.14 sets forth the description of the Company’s common shares contained in its Registration Statement on Form 8-A filed with the SEC on June 21, 1993 and is incorporated into the Original Form 10-K by reference.true--12-31FY20190000906345Large Accelerated Filer 0000906345 2019-01-01 2019-12-31 0000906345 2020-02-13 0000906345 2019-12-31 0000906345 2019-06-30 iso4217:USD xbrli:shares iso4217:USD xbrli:shares


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 FORM 10-K/A
(Amendment No. 1)
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2019
OR 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission file number: 1-12110
 
CAMDEN PROPERTY TRUST
(Exact name of registrant as specified in its charter)
 
Texas
 
76-6088377
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
 
 
 
11 Greenway Plaza, Suite 2400
Houston,
Texas
 
77046
(Address of principal executive offices)
 
 
 
(Zip Code)
Registrant’s telephone number, including area code: -713 354-2500
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Common Shares of Beneficial Interest, $.01 par value
CPT
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ý    No  ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨    No  ý
Indicate by check mark whether 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  ý    No  ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).    Yes  ý    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (check one):
Large accelerated filer
 
ý
Accelerated filer
 
Non-accelerated filer
 
Smaller reporting company
 
 
 
 
Emerging growth company
 
If an emerging growth company, indicate by check mark if the registrant has elected to not use the extended transition period for complying with any new or revised financial accounting standards provided pursuant of Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in the Rule 12b-2 of the Act).    Yes       No  ý
The aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant was $10,045,538,849 based on a June 28, 2019 share price of $104.39.
On February 13, 2020, 97,326,277 common shares of the registrant were outstanding, net of treasury shares and shares held in our deferred compensation arrangements.
 
 
 
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Proxy Statement in connection with its Annual Meeting of Shareholders to be held May 13, 2020 are incorporated by reference in Part III.





EXPLANATORY NOTE

This Amendment No. 1 to the Annual Report on Form 10-K of Camden Property Trust (the “Company”) for the year ended December 31, 2019, as filed with the Securities and Exchange Commission (the “SEC”) on February 20, 2020 (the “Original Form 10-K”), is being filed for the sole purpose of updating the exhibits to the Original Form 10-K to include Exhibit 4.14, which was inadvertently omitted from the Original Form 10-K as a result of an administrative error.  Exhibit 4.14 sets forth the description of the Company’s common shares contained in its Registration Statement on Form 8-A filed with the SEC on June 21, 1993 and is incorporated into the Original Form 10-K by reference.

Except as otherwise expressly noted herein, this Amendment No. 1 does not modify or update in any way the disclosures in the Original Form 10-K, including the Company’s audited financial statements and related schedules and other disclosures, or the exhibits to the Original Form 10-K, nor does it reflect events occurring after the date and time of the filing of the Original Form 10-K. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Form 10-K.
In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 are filed as exhibits to this Amendment No. 1 under Item 15 of Part IV hereof. Because no financial statements have been included in this Amendment No. 1 and this Amendment No. 1 does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted.

PART IV
Item 15. Exhibits and Financial Statement Schedules
The following documents are filed as part of this report:
 
(1) Financial Statements:
 
See the Original Form 10-K
 
(2) Financial Statement Schedules:
 
See the Original Form 10-K
 
All other schedules have been omitted since the required information is presented in the financial statements and the related notes or is not applicable.
(3) Index to Exhibits:
The following exhibits are filed as part of or incorporated by reference into this report:
Exhibit No.
 
Description
 
Filed Herewith or Incorporated Herein by Reference (1)
 
 
 
3.1
 
Amended and Restated Declaration of Trust of Camden Property Trust (2)
 
Exhibit 3.1 to Form 10-K for the year ended December 31, 1993 - Rule 311-P
 
 
 
 
Amendment to the Amended and Restated Declaration of Trust of Camden Property Trust
 
Exhibit 3.1 to Form 10-Q for the quarter ended June 30, 1997
 
 
 
 
 
 
Amendment to the Amended and Restated Declaration of Trust of Camden Property Trust
 
Exhibit 3.1 to Form 8-K filed on May 14, 2012
 
 
 
 
Third Amended and Restated Bylaws of Camden Property Trust
 
Exhibit 99.1 to Form 8-K filed on March 12, 2013
 
 
 
 
Fourth Amended and Restated Bylaws of Camden Property Trust
 
Exhibit 3.1 to Form 8-K filed on July 25, 2019
 
 
 
 
 
4.1
 
Specimen certificate for Common Shares of Beneficial Interest (2)
 
Form S-11 filed on September 15, 1993 (Registration No. 33-68736) - Rule 311-P
 
 
 
 
 
 
Indenture for Senior Debt Securities dated as of February 11, 2003 between Camden Property Trust and U. S. Bank National Association, as successor to SunTrust Bank, as Trustee
 
Exhibit 4.1 to Form S-3 filed on February 12, 2003 (Registration No. 333-103119)
 
 
 
 
 





Exhibit No.
 
Description
 
Filed Herewith or Incorporated Herein by Reference (1)
 
First Supplemental Indenture dated as of May 4, 2007 between the Company and U.S. Bank National Association, as successor to SunTrust Bank, as Trustee
 
Exhibit 4.2 to Form 8-K filed on May 7, 2007
 
 
 
 
 
 
Second Supplemental Indenture dated as of June 3, 2011 between the Company and U.S. Bank National Association, as successor to SunTrust Bank, as Trustee
 
Exhibit 4.3 to Form 8-K filed on June 3, 2011
 
 
 
 
 
 
Third Supplemental Indenture dated as of October 4, 2018 between the Company and U.S. Bank National Association, as successor to SunTrust Bank, as Trustee
 
Exhibit 4.4 to Form 8-K filed on October 4, 2018
 
 
 
 
 
 
Registration Rights Agreement dated as of February 28, 2005 between Camden Property Trust and the holders named therein
 
Form S-4 filed on November 24, 2004 (Registration No. 333-120733)
 
 
 
 
 
 
Form of Camden Property Trust 2.95% Note due 2022
 
Exhibit 4.4 to Form 8-K filed on December 7, 2012
 
 
 
 
 
 
Form of Camden Property Trust 4.875% Note due 2023
 
Exhibit 4.5 to Form 8-K filed on June 3, 2011
 
 
 
 
 
 
Form of Camden Property Trust 4.250% Note due 2024
 
Exhibit 4.1 to Form 8-K filed on December 2, 2013
 
 
 
 
 
 
Form of Camden Property Trust 3.50% Note due 2024
 
Exhibit 4.1 to Form 8-K filed on September 12, 2014
 
 
 
 
 
 
Form of Camden Property Trust 4.100% Note due 2028
 
Exhibit 4.5 to Form 8-K filed on October 4, 2018
 
 
 
 
 
 
Form of Camden Property Trust 3.150% Note due 2029
 
Exhibit 4.5 to Form 8-K filed on June 17, 2019
 
 
 
 
 
 
Form of Camden Property Trust 3.350% Note due 2049
 
Exhibit 4.5 to Form 8-K filed on October 7, 2019
 
 
 
 
 
 
Description of the Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.
 
Filed Herewith
 
 
 
 
 
10.1
 
Form of Indemnification Agreement between Camden Property Trust and certain of its trust managers and executive officers (2)
 
Form S-11 filed on July 9, 1993 (Registration No. 33-63588) - Rule 311-P
 
 
 
 
 
 
Second Amended and Restated Employment Agreement dated July 11, 2003 between Camden Property Trust and Richard J. Campo
 
Exhibit 10.1 to Form 10-Q for the quarter ended June 30, 2003
 
 
 
 
 
 
Second Amended and Restated Employment Agreement dated July 11, 2003 between Camden Property Trust and D. Keith Oden
 
Exhibit 10.2 to Form 10-Q for the quarter ended June 30, 2003
 
 
 
 
 
 
Form of First Amendment to Second Amended and Restated Employment Agreements, effective as of January 1, 2008, between Camden Property Trust and each of Richard J. Campo and D. Keith Oden
 
Exhibit 99.1 to Form 8-K filed on November 30, 2007
 
 
 
 
 
 
Second Amendment to Second Amended and Restated Employment Agreement, dated as of March 14, 2008, between Camden Property Trust and D. Keith Oden
 
Exhibit 99.1 to Form 8-K filed on March 18, 2008
 
 
 
 
 
 
Form of Employment Agreement by and between Camden Property Trust and certain senior executive officers
 
Exhibit 10.13 to Form 10-K for the year ended December 31, 1996
 
 
 
 
 
 
Second Amended and Restated Employment Agreement, dated November 3, 2008, between Camden Property Trust and H. Malcolm Stewart
 
Exhibit 99.1 to Form 8-K filed on November 4, 2008
 
 
 
 
 





Exhibit No.
 
Description
 
Filed Herewith or Incorporated Herein by Reference (1)
 
Second Amended and Restated Camden Property Trust Key Employee Share Option Plan (KEYSOP), effective as of January 1, 2008
 
Exhibit 99.5 to Form 8-K filed on November 30, 2007
 
 
 
 
 
 
Amendment No. 1 to Second Amended and Restated Camden Property Trust Key Employee Share Option Plan, effective as of January 1, 2008
 
Exhibit 99.1 to Form 8-K filed on December 8, 2008
 
 
 
 
 
 
Form of Amended and Restated Master Exchange Agreement between Camden Property Trust and certain key employees
 
Exhibit 10.7 to Form 10-K for the year ended December 31, 2003
 
 
 
 
 
 
Form of Amended and Restated Master Exchange Agreement between Camden Property Trust and certain trust managers
 
Exhibit 10.8 to Form 10-K for the year ended December 31, 2003
 
 
 
 
 
 
Form of Amended and Restated Master Exchange Agreement between Camden Property Trust and certain key employees
 
Exhibit 10.9 to Form 10-K for the year ended December 31, 2003
 
 
 
 
 
 
Form of Master Exchange Agreement between Camden Property Trust and certain trust managers
 
Exhibit 10.10 to Form 10-K for the year ended December 31, 2003
 
 
 
 
 
 
Form of Amendment No. 1 to Amended and Restated Master Exchange Agreement (Trust Managers) effective November 27, 2007
 
Exhibit 10.1 to Form 10-Q filed on July 30, 2010
 
 
 
 
 
 
Form of Amendment No. 1 to Amended and Restated Master Exchange Agreement (Key Employees) effective November 27, 2007
 
Exhibit 10.2 to Form 10-Q filed on July 30, 2010
 
 
 
 
 
 
Form of Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P.
 
Exhibit 10.1 to Form S-4 filed on February 26, 1997 (Registration No. 333-22411)
 
 
 
 
 
 
First Amendment to Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P., dated as of February 23, 1999
 
Exhibit 99.2 to Form 8-K filed on March 10, 1999
 
 
 
 
 
 
Form of Second Amendment to Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P., dated as of August 13, 1999
 
Exhibit 10.15 to Form 10-K for the year ended December 31, 1999
 
 
 
 
 
 
Form of Third Amendment to Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P., dated as of September 7, 1999
 
Exhibit 10.16 to Form 10-K for the year ended December 31, 1999
 
 
 
 
Form of Fourth Amendment to Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P., dated as of January 7, 2000
 
Exhibit 10.17 to Form 10-K for the year ended December 31, 1999
 
 
 
 
 
 
Form of Amendment to Third Amended and Restated Agreement of Limited Partnership of Camden Operating, L.P., dated as of December 1, 2003
 
Exhibit 10.19 to Form 10-K for the year ended December 31, 2003
 
 
 
 
Amended and Restated 1993 Share Incentive Plan of Camden Property Trust
 
Exhibit 10.18 to Form 10-K for the year ended December 31, 1999
 
 
 
 
 
 
Amended and Restated Camden Property Trust 1999 Employee Share Purchase Plan
 
Exhibit 10.1 to Form 10-Q for the quarter ended June 30, 2014
 
 
 
 
Amended and Restated 2002 Share Incentive Plan of Camden Property Trust
 
Exhibit 10.1 to Form 10-Q for the quarter ended March 31, 2002
 
 
 
 
 
 
Camden Property Trust 2018 Employee Share Purchase Plan
 
Exhibit 99.2 to Form 8-K filed on May 17, 2018
 
 
 
 
Amendment to Amended and Restated 2002 Share Incentive Plan of Camden Property Trust
 
Exhibit 99.1 to Form 8-K filed on May 4, 2006
 
 
 
 
 





Exhibit No.
 
Description
 
Filed Herewith or Incorporated Herein by Reference (1)
 
Amendment to Amended and Restated 2002 Share Incentive Plan of Camden Property Trust, effective as of January 1, 2008
 
Exhibit 99.1 to Form 8-K filed on July 29, 2008
 
 
 
 
Camden Property Trust 2011 Share Incentive Plan, effective as of May 11, 2011
 
Exhibit 99.1 to Form 8-K filed on May 12, 2011
 
 
 
 
 
 
Amendment No. 1 to 2011 Share Incentive Plan of Camden Property Trust, dated as of July 31, 2012
 
Exhibit 99.1 to Form 8-K filed on August 6, 2012
 
 
 
 
 
 
Amendment No. 2 to the 2011 Share Incentive Plan of Camden Property Trust, dated as of July 30, 2013
 
Exhibit 99.1 to Form 8-K filed on August 5, 2013
 
 
 
 
 
 
Amendment No. 3 to the 2011 Share Incentive Plan of Camden Property Trust, dated as of October 28, 2015
 
Exhibit 99.1 to Form 8-K filed on October 29, 2015
 
 
 
 
 
 
Camden Property Trust 2018 Share Incentive Plan, effective as of May 17, 2018
 
Exhibit 99.1 to Form 8-K filed on May 17, 2018
 
 
 
 
 
 
Camden Property Trust Short Term Incentive Plan
 
Exhibit 10.2 to Form 10-Q for the quarter ended March 31, 2002
 
 
 
 
Second Amended and Restated Camden Property Trust Non-Qualified Deferred Compensation Plan
 
Exhibit 99.1 to Form 8-K filed on February 21, 2014
 
 
 
 
 
 
Amended and Restated Camden Property Trust Non-Qualified Deferred Compensation Plan
 
Exhibit 10.35 to Form 10-K filed on February 15, 2019
 
 
 
 
 
 
Form of Second Amended and Restated Agreement of Limited Partnership of Camden Summit Partnership, L.P. among Camden Summit, Inc., as general partner, and the persons whose names are set forth on Exhibit A thereto
 
Exhibit 10.5 to Form S-4 filed on November 24, 2004 (Registration No. 333-120733)
 
 
 
 
Form of Tax, Asset and Income Support Agreement among Camden Property Trust, Camden Summit, Inc., Camden Summit Partnership, L.P. and each of the limited partners who has executed a signature page thereto
 
Exhibit 10.6 to Form S-4 filed on November 24, 2004 (Registration No. 333-120733)
 
 
 
 
Agreement, dated as of September 14, 2018, among William F. Paulsen, the 2014 Amended and Restated William B. McGuire Junior Revocable Trust, David F. Tufaro, McGuire Family DE 2012 LP, William B. McGuire, Jr., Susanne H. McGuire, Camden Property Trust, Camden Summit, Inc. and Camden Summit Partnership, L.P.
 
Exhibit 99.1 to Form 8-K filed by Camden Property Trust on September 17, 2018 (File No. 1-12110)
 
 
 
 
 
 
Employment Agreement dated February 15, 1999, by and among William B. McGuire, Jr., Summit Properties Inc. and Summit Management Company, as restated on August 24, 2001
 
Exhibit 10.1 to Summit Properties Inc.’s Form 10-Q for the quarter ended September 30, 2001 (File No. 000-12792)
 
 
 
 
Amendment Agreement, dated as of June 19, 2004, among William B. McGuire, Jr., Summit Properties Inc. and Summit Management Company
 
Exhibit 10.8.2 to Summit Properties Inc.’s Form 10-Q for the quarter ended June 30, 2004 (File No. 001-12792)
 
 
 
 
 
 
Employment Agreement dated February 15, 1999, by and among William F. Paulsen, Summit Properties Inc. and Summit Management Company, as restated on April 3, 2001
 
Exhibit 10.1 to Summit Properties Inc.’s Form 10-Q for the quarter ended June 30, 2001 (File No. 000-12792)
 
 
 
 
 
 
Amendment Agreement, dated as of June 19, 2004, among William F. Paulsen, Summit Properties Inc. and Summit Management Company
 
Exhibit 10.8.2 to Summit Properties Inc.’s Form 10-Q for the quarter ended June 30, 2004 (File No. 001-12792)
 
 
 





Exhibit No.
 
Description
 
Filed Herewith or Incorporated Herein by Reference (1)
 
Separation Agreement, dated as of February 28, 2005, between Camden Property Trust and William B. McGuire, Jr.
 
Exhibit 99.1 to Form 8-K filed on April 28, 2005
 
 
 
 
Separation Agreement, dated as of February 28, 2005, between Camden Property Trust and William F. Paulsen
 
Exhibit 99.2 to Form 8-K filed on April 28, 2005
 
 
 
 
 
 
Distribution Agency Agreement, dated May 15, 2017, between Camden Property Trust and Jefferies LLC
 
Exhibit 1.1 to Form 8-K filed on May 16, 2017
 
 
 
 
 
 
Distribution Agency Agreement, dated May 15, 2017, between Camden Property Trust and J.P. Morgan Securities LLC
 
Exhibit 1.2 to Form 8-K filed on May 16, 2017
 
 
 
 
 
 
Distribution Agency Agreement, dated May 15, 2017, between Camden Property Trust and Merrill Lynch, Pierce, Fenner & Smith Incorporated
 
Exhibit 1.3 to Form 8-K filed on May 16, 2017
 
 
 
 
 
 
Distribution Agency Agreement, dated May 15, 2017, between Camden Property Trust and SunTrust Robinson Humphrey, Inc.
 
Exhibit 1.4 to Form 8-K filed on May 16, 2017
 
 
 
 
 
 
Distribution Agency Agreement, dated May 15, 2017, between Camden Property Trust and Wells Fargo Securities, LLC
 
Exhibit 1.5 to Form 8-K filed on May 16, 2017
 
 
 
 
Third Amended and Restated Credit Agreement dated as of March 8, 2019 among Camden Property Trust, as the Borrower, Bank of America, N.A., as Administrative Agent, JPMorgan Chase Bank, N.A., U.S. Bank National Association, and PNC Bank National Association, as Syndication Agents, The Bank of Nova Scotia, Branch Banking and Trust Company, Deutsche Bank Securities Inc., Regions Bank, SunTrust Bank, and Wells Fargo Bank, National Association, as Documentation Agents, TD Bank N.A., as Managing Agent, and the other lenders party thereto, Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Chase Bank N.A., U.S. Bank National Association, and PNC Capital Markets LLC, as Joint Lead Arrangers, Merrill Lynch, Pierce, Fenner & Smith Incorporated, and J.P. Morgan Chase Bank N.A., as Joint Bookrunners
 
Exhibit 99.1 to Form 8-K filed on March 8, 2019
 
 
 
 
 
 
List of Significant Subsidiaries
 
Filed Herewith
 
 
 
 
Consent of Deloitte & Touche LLP
 
Filed Herewith
 
 
 
 
 
 
Powers of Attorney for Heather J. Brunner, Mark D. Gibson, Scott S. Ingraham, Renu Khator, William B. McGuire, Jr., William F. Paulsen, Frances Aldrich Sevilla-Sacasa, Steven A. Webster, and Kelvin R. Westbrook
 
Filed Herewith
 
 
 
 
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act
 
Filed Herewith
 
 
 
 
 
 
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act
 
Filed Herewith
 
 
 
 
 
 
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act, as amended
 
Filed Herewith
 
 
 
 
 
 
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act, as amended
 
Filed Herewith
 
 
 
 
 





Exhibit No.
 
Description
 
Filed Herewith or Incorporated Herein by Reference (1)
 
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
Filed Herewith
 
 
 
 
 
101.INS
 
XBRL Instance Document
 
XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document
 
 
 
101.SCH
 
XBRL Taxonomy Extension Schema Document
 
Filed Herewith
 
 
 
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase Document
 
Filed Herewith
 
 
 
 
 
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document
 
Filed Herewith
 
 
 
 
 
101.LAB
 
XBRL Taxonomy Extension Label Linkbase Document
 
Filed Herewith
 
 
 
 
 
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document
 
Filed Herewith
 
 
 
 
 
104
 
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
 
Filed Herewith
 
 
 
 
 
(1)
Unless otherwise indicated, all references to reports or registration statements are to reports or registration statements filed by Camden Property Trust (File No. 1-12110).
(2)
Pursuant to SEC Release No. 33-10322 and Rule 311 of Regulation S-T, this exhibit was filed in paper before the mandated electronic filing.
(3)
Portions of the exhibit have been omitted pursuant to a request for confidential treatment.





SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Camden Property Trust has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
 
March 6, 2020
 
 
 
CAMDEN PROPERTY TRUST
 
 
 
 
 
 
 
 
By:
 
/s/ Michael P. Gallagher
 
 
 
 
 
 
Michael P. Gallagher
 
 
 
 
 
 
Senior Vice President — Chief Accounting Officer



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Section 2: EX-4.14 (EXHIBIT 4.14)

Exhibit


EXHIBIT 4.14
DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934
As of February 20, 2020, Camden Property Trust (the “Company,” “us” or “we”) has one class of securities, our common shares of beneficial interest, registered under Section 12 of the Securities Exchange Act of 1934, as amended.
General
Our declaration of trust provides we may issue up to 185,000,000 shares of beneficial interest, consisting of 175,000,000 common shares and 10,000,000 preferred shares.
Holders of common shares are entitled to one vote per share. There is no cumulative voting in the election of trust managers. The board may declare dividends on common shares in its discretion if funds are legally available for those purposes. On liquidation, common shareholders are entitled to receive pro rata any of our remaining assets, after we satisfy or provide for the satisfaction of all liabilities and obligations on our preferred shares, if any. Common shareholders do not have preemptive rights to subscribe for or purchase any of our capital shares or any other of our securities, except as may be granted by the board.
Restrictions on Ownership
In order for us to qualify as a real estate investment trust (a “REIT”), under the Internal Revenue Code of 1986, as amended (the “Code”), not more than 50% in value of our outstanding capital shares may be owned, directly or indirectly, by five or fewer individuals or entities during the last half of a taxable year. In addition, our capital shares must be beneficially owned by 100 or more persons during at least 335 days of a taxable year of 12 months, or during a proportionate part of a shorter taxable year.
Because our board believes it is essential for us to continue to qualify as a REIT, our declaration of trust provides, in general, no holder may own, or be deemed to own by virtue of the attribution provisions of the Code, more than 9.8% of our total outstanding capital shares. Any transfer of shares will not be valid if it would:
create a direct or indirect ownership of shares in excess of 9.8% of our total outstanding capital shares;
result in shares being owned by fewer than 100 persons;
result in our being “closely held” within the meaning of Section 856(h) of the Code; or
result in our disqualification as a REIT.
If any person or entity owns or is deemed to own more than 9.8% of our total outstanding capital shares, the shares exceeding this ownership limit will automatically be deemed to be transferred to us. We will act as trustee of a trust for the exclusive benefit of the transferees to whom these shares may ultimately be transferred without violating the 9.8% ownership limit. While in trust, these shares will not be entitled to participate in dividends or other distributions and, except as required by law, will not be entitled to vote. We will have the right, for a period of 90 days during the time any securities are held by us in trust, to purchase all or any portion of these securities from the original shareholder at the lesser of the price paid for the shares and the market price of the shares on the date we exercise our option to purchase. All certificates representing capital shares will bear a legend referring to the restrictions described above.
These restrictions on ownership may have the effect of precluding acquisition of control unless the board and shareholders determine that maintenance of REIT status is no longer in our best interests.





Shareholder Liability
Our declaration of trust provides that no shareholder will be personally or individually liable in any manner whatsoever for any debt, act, omission or obligation incurred by us or our board. A shareholder will be under no obligation to us or to our creditors with respect to such shares, other than the obligation to pay to us the full amount of the consideration for which such shares were issued or to be issued. By statute, the State of Texas provides limited liability for shareholders of a REIT organized under the Texas Business Organizations Code .
Transfer Agent and Registrar
American Stock Transfer & Trust Company or its successor is the transfer agent and registrar for our common shares.


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Section 3: EX-31.3 (EXHIBIT 31.3)

Exhibit


EXHIBIT 31.3
CERTIFICATION
I, Richard J. Campo, certify that:
1.
I have reviewed this Amendment No. 1 to the annual report on Form 10-K of Camden Property Trust, 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: March 6, 2020
/s/ Richard J. Campo
 
Richard J. Campo
 
Chairman of the Board of Trust Managers and
 
Chief Executive Officer



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Section 4: EX-31.4 (EXHIBIT 31.4)

Exhibit


EXHIBIT 31.4
CERTIFICATION
I, Alexander J. Jessett, certify that:
1.
I have reviewed this Amendment No. 1 to the annual report on Form 10-K of Camden Property Trust, 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: March 6, 2020
/s/ Alexander J. Jessett
 
Alexander J. Jessett
 
Executive Vice President-Finance and
 
Chief Financial Officer



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