SEC FORM 4

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^*

MASTANDREA JAMES C

(Last)

(First)

(Middle)

(Street)

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
STONEHAVEN REALTY TRUST [ RPP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman, CEO and President

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2003

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	07/01/2003		C		6,116,869⁽¹⁾	D	0.00	6,116,869	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Preferred Shares	22.881	06/30/2003		A		348,039		08/08/1988⁽⁴⁾	08/08/1988⁽⁴⁾	Common Shares	7,963,480	$0.00⁽⁵⁾	348,039	D
Class A Preferred Shares	22.881	07/01/2003		C			267,334	08/08/1988⁽⁴⁾	08/08/1988⁽⁴⁾	Common Shares	6,116,869	$0.00⁽¹⁾	80,705	D
Units	22.881	07/01/2003		A		813,938		07/01/2007	08/08/1988⁽⁶⁾	Common Shares	18,623,715	$0.00⁽²⁾	813,938	I	By partnership⁽³⁾

Explanation of Responses:

1. Mr. Mastandrea disposed of 267,334 preferred shares in exchange for 6,116,869 common shares in an issuer tender offer.

2. Limited partnership units of Paragon Real Estate, L.P., the issuer's operating partnership, were issued to Hampton Court Associates, L.P., in exchange for Hampton's contribution of real estate assets to Paragon.

3. The units are held by Hampton Court Associates, L.P., a limited partnership of which Mr. Mastandrea is the sole general partner.

4. The preferred shares are presently convertible and do not have an expiration date -- the listed date is meant as a place holder and is required by the SEC's EDGAR filer system.

5. Mr. Mastandrea received 348,039 restricted shares in connection with his employment by the issuer.

6. The units do not have an expiration date -- the listed date is meant as a place holder and is required by the SEC's EDGAR filer system.

	Christopher J. Hubbert, Attorney-in-Fact for James C. Mastandrea	06/30/2003
	** Signature of Reporting Person	Date
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