| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
TRAMMELL CROW CO [ TCC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/18/2005 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 08/18/2005 | M | 23,656 | A | $17.5 | 94,974(1) | D | |||
| Common Stock | 08/18/2005 | M | 10,800 | A | $10.2 | 105,774(1) | D | |||
| Common Stock | 08/18/2005 | S | 34,456(2) | D | $26.49 | 71,318(1) | D | |||
| Common Stock | 89,340 | I(3) | By Belcher Family Living Trust | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Employee Stock Option (right to buy) | $17.5 | 08/18/2005 | M | 23,656 | 11/24/1998(4) | 11/24/2007 | Common Stock | 23,656 | (5) | 0 | D | ||||
| Employee Stock Option (right to buy) | $10.2 | 08/18/2005 | M | 10,800 | 05/25/2002(6) | 05/25/2008 | Common Stock | 10,800 | (5) | 44,200 | D | ||||
| Employee Stock Option (right to buy) | $13.9 | 05/24/2003(7) | 05/24/2009 | Common Stock | 40,000 | 40,000 | D | ||||||||
| Employee Stock Option (right to buy) | $11.44 | 03/08/2001(8) | 03/08/2010 | Common Stock | 40,000 | 40,000 | D | ||||||||
| Employee Stock Option (right to buy) | $17.88 | 05/18/2002(9) | 05/18/2009 | Common Stock | 15,000 | 15,000 | D | ||||||||
| Employee Stock Option (right to buy) | $17.44 | 05/05/2000(10) | 05/05/2009 | Common Stock | 13,147 | 13,147 | D | ||||||||
| Employee Stock Option (right to buy) | $18.06 | 02/18/2000(11) | 02/18/2009 | Common Stock | 6,644 | 6,644 | D | ||||||||
| Explanation of Responses: |
| 1. Includes 60,000 shares of restricted stock, with 20,000 shares vesting on 3/5/2006, 20,000 shares vesting on 3/5/2007, and 20,000 shares vesting on 3/5/2008, a restricted stock award granted on 5/18/2005 of 11,042 shares vesting on 5/18/2009, and 276 shares acquired under the Issuer's Employee Stock Purchase Plan. |
| 2. The shares were sold by Mr. Belcher in connection with a broker assisted cashless exercise of options exercised on the same day. |
| 3. Comprised or composed of 89,340 shares transferred by the reporting person to a revocable trust for the benefit of the reporting person's family. |
| 4. The options vested in three equal annual installments beginning 11/24/1998. |
| 5. The options were exercised in a broker assisted cashless exercise. |
| 6. The options vest in four equal annual installments beginning 5/25/2002 |
| 7. The options vest in four equal annual installments beginning 5/24/2003. |
| 8. The options vest in four equal annual installments beginning 3/8/2001. |
| 9. The options vested in three equal annual installments beginning 5/18/2002. |
| 10. The options vested in four equal annual installments beginning 5/5/2000. |
| 11. The options vested in three equal annual installments beginning 2/18/2000. |
| /s/ J. Christopher Kirk, by power of attorney | 08/22/2005 | |
| ** 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. | ||