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
AMERICAN FINANCIAL REALTY TRUST [ AFR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/31/2006 | ||||||||||||||||||||||||||
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 Shares | 03/31/2006 | S | 43,800(1) | D | $11.55 | 2,116,434(2) | D | |||
Common Shares | 793,331(3) | I | By GRAT | |||||||
Common Shares | 214,550(3) | I | By Trust for Children | |||||||
Common Shares | 192,884(3) | I | By Spouse |
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 | ||||||||
Partnership Units | (4) | (4) | (4) | Common Shares | 1,462,804 | 1,462,804 | D | ||||||||
Stock Option (right to buy) | $10 | (5) | 09/10/2012 | Common Shares | 852,539 | 852,539 | D | ||||||||
Stock Option (right to buy) | $11.65 | (6) | 12/18/2012 | Common Shares | 62,500 | 62,500(3) | I | By Spouse | |||||||
Partnership Units | (4) | (4) | (4) | Cpommon Shares | 37,086 | 37,086(3) | I | By Spouse |
Explanation of Responses: |
1. Shares sold pursuant to a Rule 10b5-1 plan adopted by the Reporting Person on March 9, 2006 to pay for taxes becoming due upon the vesting of the Reporting Person?s restricted common shares. |
2. This amount includes: (i) 116,703 restricted common shares awarded on March 1, 2006 pursuant to the Issuer's 2002 Equity Incentive Plan (Plan), which shares vest at a rate of 25% on January 1, 2007 and in equal installments of 6.25% at the end of each quarter thereafter; (ii) 128,734 and 120,000 restricted common shares awarded on January 4, 2005 and January 2, 2004, respectively, pursuant to the Issuer's Plan, which shares vest at a rate of 25% on the first anniversary of the date of issuance and in equal installments of 6.25% at the end of each quarter thereafter; and (iii) 149,000 and 600,000 restricted common shares awarded on January 1, 2004 and July 1, 2003, respectively, pursuant to the Issuer's Plan, which shares vest at a rate of 33.33% on the first anniversary of the date of issuance and in equal installments of 8.33% at the end of each quarter thereafter. The Reporting Person has sold a portion of the vested shares as reported in this Form 4. |
3. This statement shall not be deemed an admission that the undersigned is, for purposes of Section 16 or otherwise, the beneficial owner of any securities reported as indirectly owned by the reporting person. |
4. Pursuant to Section 8.04 of the Amended and Restated Agreement of Limited Partnership of First States Group, L.P., units of the operating partnership may be converted into common stock on a one-for-one basis, subject to adjustments for stock splits, dividends, recapitalizations and similar events or, at the issuer's option, redeemed for cash amount equal to the value of common shares for which the units would otherwise be converted. |
5. This option was granted on September 10, 2002 under the Issuer's 2002 Equity Incentive Plan. The option will vest and become exercisable at a rate of 25% on the first anniversary of the grant date and 6.25% at the end of each quarter thereafter, and expires on September 10, 2012. |
6. This option was granted on December 18, 2002 under the Issuer's 2002 Equity Incentive Plan. This option is immediately exercisable. |
Remarks: |
/s/ Edward J. Matey Jr. By: Edward J. Matey Jr. as Attorney-in-fact for Nicholas S. Schorsch | 04/04/2006 | |
** 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). | ||
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. |