| 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
INLAND REAL ESTATE CORP [ IRC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/09/2008 | ||||||||||||||||||||||||||
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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 | ||||||
| Inland Real Estate Corporation Common Stock | 06/09/2008 | P | 4,500 | A | $14.8756 | 8,853,469.8971(1)(2)(3) | D | |||
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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 | ||||||||
| Put Option (Right to Sell) | $15 | 06/09/2008 | S | 20 | 06/09/2008 | 12/20/2008 | Common Stock | 2,000 | $125 | 0 | D | ||||
| Put Option (Right to Sell) | $15 | 06/09/2008 | S | 50 | 06/09/2008 | 12/20/2008 | Common Stock | 5,000 | $130 | 0 | D | ||||
| Put Option (Right to Sell) | $15 | 06/09/2008 | S | 30 | 06/09/2008 | 12/20/2008 | Common Stock | 3,000 | $135 | 0 | D | ||||
| Put Option (Right to Sell) | $15 | 06/09/2008 | S | 10 | 06/09/2008 | 12/20/2008 | Common Stock | 1,000 | $140 | 0 | D | ||||
| Put Option (Right to Sell) | $15 | 06/09/2008 | S | 10 | 06/09/2008 | 12/20/2008 | Common Stock | 1,000 | $145 | 0 | D | ||||
| Explanation of Responses: |
| 1. 482,646 shares of IRC common stock owned directly by Mr Goodwin and/or his spouse. Also includes shares of IRC common stock owned directly by the following entities: Inland American Real Estate Trust, Inc. ("Inland American")564,820 shares; Inland Western Retail Real Estate Trust, Inc.("Inland Western")315,820; The Inland Group, Inc.,("TIGI")9,091 shares; Inland Mortgage Investment Corporation 154,404.82 shares;Inland Investment Stock Holding Company 6,557,049.2513 shares, Partnership Ownership Corporation 124,656.8258 shares and Eagle Financial Corp 644,982 shares. The latter four entities are direct or indirect wholly owned subsidiaries of TIGI. Mr Goodwin is the controlling shareholder of TIGI. |
| 2. Mr. Goodwin directly and indirectly owns shares of the stock of Inland American and Inland Western. Shares of IRC owned by Inland American and Inland Western are managed by Inland Investment Advisors, Inc. ("Adviser"). The number reported also includes 787,232 shares of common stock "beneficially owned" for Section 16 purposes by Adviser because Adivser is entitled to receive performance-based fees in return for services provided with respect to the separate accounts of certain of its clients pursuant to Investment Advisory Agreements with those clients. Mr. Goodwin disclaims beneficial ownership of these shares except to the extent Adviser receives performance-based fees. |
| 3. Advisor is an indirect wholly owned subsidiary of TIGI. Mr. Goodwin disclaims beneficial ownership of shares beneficially owned by TIGI and its subsidiaries except to the extent of his ownership of TIGI shares. Mr. Goodwin also disclaims beneficial ownership of shares beneficially owned by Inland American and Inland Western, except to the extent of his ownership of those entities, respectively. |
| /s/Daniel L. Goodwin | 06/10/2008 | |
| ** 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. | ||