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).
1. Name and Address of Reporting Person*
LAFITTE MICHAEL J
(Last) (First) (Middle)
2001 ROSS AVENUE
SUITE 3400
(Street)
DALLAS TX 75201
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
TRAMMELL CROW CO [ TCC ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
President, Global Serv.Group
3. Date of Earliest Transaction (Month/Day/Year)
12/11/2006
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)
Code V Amount (A) or (D) Price
Common Stock 12/11/2006 G V 3,700 D (1) 128,463(2) D
Common Stock 12/13/2006 G 300 D (1) 128,163(2) D
Common Stock 12/20/2006 D 128,163 D $49.51 0(3) D
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $11.44 12/20/2006 D 22,000 03/08/2001(4) 03/08/2010 Common Stock 22,000 $38.07 0 D
Stock Option (right to buy) $17.88 12/20/2006 D 10,000 05/18/2002(5) 05/18/2009 Common Stock 10,000 $31.63 0 D
Stock Option (right to buy) $17.44 12/20/2006 D 10,210 05/05/2000(6) 05/05/2009 Common Stock 10,210 $32.07 0 D
Stock Option (right to buy) $18.06 12/20/2006 D 3,208 02/18/2000(7) 02/18/2009 Common Stock 3,208 $31.45 0 D
Explanation of Responses:
1. No price was designated for the securities that were disposed of because they were transferred pursuant to a gift.
2. Includes 85,581 shares of restricted stock and 564 shares acquired under the Issuer's Employee Stock Purchase Plan.
3. The shares were disposed of upon the merger of A-2 Acquisition Corp. with and into the Issuer (the "Merger") pursuant to an agreeement and plan of merger by and among the Issuer, CB Richard Ellis Group, Inc., and A-2 Acquisition Corp. (the "Merger Agreement"). Of the shares disposed of upon the Merger, 85,581 shares were shares of restricted stock that fully vested at the effective time of the Merger and 564 shares were shares acquired under the Issuer's Employee Stock Purchase Plan.
4. The options vested in four equal annual installments with the first installment vesting on 3/8/2001. Pursuant to the Merger Agreement, the options were converted into the right to receive, upon exercise, the difference of $49.51 per option and the exercise price per option ($11.44 in this instance), resulting in the right to receive consideration of $38.07 per option, less any applicable withholding taxes.
5. The options vested in three equal annual installments beginning 5/18/2002. Pursuant to the Merger Agreement, the options were converted into the right to receive, upon exercise, the difference of $49.51 per option and the exercise price per option ($17.88 in this instance), resulting in the right to receive consideration of $31.63 per option, less any applicable withholding taxes.
6. The options vested in four equal annual installments with the first installment vesting on 5/5/2000. Pursuant to the Merger Agreement, the options were converted into the right to receive, upon exercise, the difference of $49.51 per option and the exercise price per option ($17.44 in this instance), resulting in the right to receive consideration of $32.07 per option, less any applicable withholding taxes.
7. The options vested in three equal annual installments with the first installment vesting on 2/18/2000. Pursuant to the Merger Agreement, the options were converted into the right to receive, upon exercise, the difference of $49.51 per option and the exercise price per option ($18.06 in this instance), resulting in the right to receive consideration of $31.45 per option, less any applicable withholding taxes.
/s/ Michael J. Lafitte 12/20/2006
** 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).
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