SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Tylee Gregory

(Last)

(First)

(Middle)

666 BURRARD STREET, SUITE 3210

(Street)

VANCOUVER

V6C2X8

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
City Office REIT, Inc. [ CIO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President & COO

3. Date of Earliest Transaction (Month/Day/Year)
01/09/2026

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/09/2026⁽¹⁾	01/09/2026⁽¹⁾	D		612,398	D	⁽¹⁾	0	D
Common Stock	01/09/2026⁽¹⁾	01/09/2026⁽¹⁾	D		3,312	D	⁽¹⁾	0	I	Through spouse⁽⁴⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾⁽²⁾	01/09/2026⁽¹⁾	01/09/2026⁽¹⁾	D			137,153	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock	137,153⁽¹⁾⁽²⁾	$7	0	D
Performance Restricted Stock Units	⁽¹⁾⁽³⁾	01/09/2026⁽¹⁾	01/09/2026⁽¹⁾	D			416,085	⁽¹⁾⁽³⁾	⁽¹⁾⁽³⁾	Common Stock	416,085⁽¹⁾⁽³⁾	$7	0	D

Explanation of Responses:

1. On January 9, 2026 (the "Merger Effectiveness Time"), pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 23, 2025, by and among the Issuer, MCME Carell Holdings, LP, a Delaware limited partnership ("Parent"), and MCME Carell Merger Sub, LLC, a Maryland limited liability company ("Merger Sub") the Issuer merged with and into Merger Sub, with Merger Sub surviving as a wholly-owned subsidiary of Parent (the "Merger"). At the Merger Effectiveness Time, each share of Issuer's common stock, par value $0.01 per share, converted into the right to receive $7.00 per share in cash (the "Merger Consideration Price").

2. Represents Restricted Stock Units previously issued to the Reporting Person. At the Merger Effectiveness Time, each outstanding Restricted Stock Unit converted into the right to receive an amount in cash equal to the Merger Consideration Price.

3. Represents Performance Restricted Stock Units previously issued to the Reporting Person. At the Merger Effectiveness Time, each outstanding Performance Restricted Stock Unit converted into the right to receive an amount in cash equal to the Merger Consideration Price (assuming that all performance-based vesting conditions applicable to such Performance Restricted Stock Unit were achieved at the actual level of performance through the Merger Effectiveness Time).

4. The Reporting Person disclaims beneficial ownership of these securities as this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities for the purposes of Section 16 or any other purpose.

Remarks:

As of January 9, 2026, the Reporting Person is no longer subject to Section 16 in connection with transaction of securities of the Issuer.

	/s/ Gregory Tylee	01/09/2026
	** 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 4 (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.

President & COO Tylee Gregory returned 615,710 shares to the company, closing all direct ownership in the company (SEC Form 4)