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
TRANSCONTINENTAL REALTY INVESTORS INC [ TCI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/30/2010 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) 01/03/2011 |
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, par value $0.01 per share | 12/30/2010 | J(1) | 45,000(1) | D | $6.49 | 1,155,000 | D | |||
Common Stock, par value $0.01 per share | 12/31/2010 | J(2) | 58,226(2) | A | $6.49 | 1,213,226 | D |
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 |
Explanation of Responses: |
1. On 3/14/2011 Reporting Person ("TRAC") and Arcadian Energy, Inc entered into a Rescision Agreement effective 12/30/2010 pursuant to which the prior purchase by TRAC of 45,000 shares of Common Stock of TCI at a price of $6.49 per share from Arcadian Energy, Inc was rescinded and cancelled and an unsecured promissory note issued by TRAC in the original principal amount of $292,050 was cancelled and deemed null and void. The effect of the transaction was to rescind, ab initio, the 12/30/2010 transaction and return the 45,000 shares of TCI Common Stock to Arcadian Energy, Inc. |
2. On 3/15/2011 TRAC and FRE Real Estate, Inc ("FRE") entered into a Rescission Agreement effective 12/31/2010 pursuant to which the prior sale by TRAC to FRE of 58,226 shares of TCI common stock at a price of $6.49 per share was rescinded ab initio and cancelled and an unsecured promissory note issued by FRE in the original principal amount of $377,886.74 payable to the order of TRAC was cancelled and deemed null and void. The effect of such transaction was to rescind ab initio the 12/31/2010 transaction and return to TRAC 58,226 shares of TCI common stock. |
Transcontinental Realty Acquisition Corp | 03/16/2011 | |
By: Daniel J. Moos, President | 03/16/2011 | |
** 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. |