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
AMB PROPERTY CORP [ AMB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/29/2007 | ||||||||||||||||||||||||||
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(1) | 01/29/2007 | M | 288,750 | A | $20.1875 | 2,767,892 | D | |||
Common Stock(1) | 01/29/2007 | F | 96,222(2) | D | $60.58 | 2,671,670 | D | |||
Common Stock(1) | 01/29/2007 | D | 192,528(3) | D | (4) | 2,479,142 | D | |||
Stock Units(1) | 01/29/2007 | A | 192,528(3) | A | (4) | 2,671,670 | I | Rabbi Trust(5) | ||
Common Stock(1) | 01/29/2007 | M | 153,216 | A | $20.1875 | 2,824,886 | D | |||
Common Stock(1) | 01/29/2007 | F | 51,057(6) | D | $60.58 | 2,773,829 | D | |||
Common Stock(1) | 01/29/2007 | D | 102,159(3) | D | (4) | 2,671,670 | D | |||
Stock Units(1) | 01/29/2007 | A | 102,159(3) | A | (4) | 2,773,829 | I | Rabbi Trust(5) | ||
Common Stock(1) | 01/29/2007 | M | 87,810 | A | $21.625 | 2,861,639 | D | |||
Common Stock(1) | 01/29/2007 | F | 31,345(7) | D | $60.58 | 2,830,294 | D | |||
Common Stock(1) | 01/29/2007 | D | 56,465(3) | D | (4) | 2,773,829 | D | |||
Stock Units(1) | 01/29/2007 | A | 56,465(3) | A | (4) | 2,830,294 | I | Rabbi Trust(5) | ||
Common Stock(1) | 01/29/2007 | M | 76,608 | A | $20.1875 | 2,906,902 | D | |||
Common Stock(1) | 01/29/2007 | F | 25,528(8) | D | $60.58 | 2,881,374 | D | |||
Common Stock(1) | 01/29/2007 | D | 51,080(3) | D | (4) | 2,830,294 | D | |||
Stock Units(1) | 01/29/2007 | A | 51,080(3) | A | (4) | 2,881,374(9) | I | Rabbi Trust(5) |
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 | ||||||||
Stock Option (Right to Purchase) | $20.1875 | 01/29/2007 | M | 288,750 | (10) | 02/28/2010 | Common Stock | 288,750 | (4) | 2,390,337 | D | ||||
Stock Option (Right to Purchase) | $20.1875 | 01/29/2007 | M | 153,216 | (11) | 02/28/2010 | Common Stock | 153,216 | (4) | 2,237,121 | D | ||||
Stock Option (Right to Purchase) | $21.625 | 01/29/2007 | M | 87,810 | (12) | 12/15/2008 | Common Stock | 87,810 | (4) | 2,149,311 | D | ||||
Stock Option (Right to Purchase) | $20.1875 | 01/29/2007 | M | 76,608 | (10) | 02/28/2010 | Common Stock | 76,608 | (4) | 2,072,703 | D |
Explanation of Responses: |
1. Reporting person elected to defer the gains from the stock option exercise reported on this Form 4 into our nonqualified deferred compensation plan (the "Plan"). In connection with this election, reporting person exercised the option via a stock-for-stock exercise. Shares of common stock with an aggregate value equal to the resulting gain were then deferred into the Plan, and reporting person's account was credited with a corresponding number of stock units, each of which represents the reporting person's right to receive a share of AMB common stock upon distribution of his account. Distribution will occur upon retirement, death, other termination of employment or disability, upon AMB's change of control or on such other date as the reporting person elects. |
2. These shares were exchanged with AMB in a stock-for-stock swap to pay for the aggregate exercise price of the options ($5,829,140.63) pursuant to the Plan. |
3. Solely a change in the form of beneficial ownership. |
4. Not applicable. |
5. The stock units are held indirectly through a rabbi trust pursuant to the Plan. |
6. These shares were exchanged with AMB in a stock-for-stock swap to pay for the aggregate exercise price of the options ($3,093,048.00) pursuant to the Plan. |
7. These shares were exchanged with AMB in a stock-for-stock swap to pay for the aggregate exercise price of the options ($1,898,891.25) pursuant to the Plan. |
8. These shares were exchanged with AMB in a stock-for-stock swap to pay for the aggregate exercise price of the options ($1,546,524.00) pursuant to the Plan. |
9. Of the 2,881,374 securities beneficially owned, 108,843 shares are directly owned (D), 1,522,108 securities are indirectly held (I) through a Trust FBO reporting person with reporting person and spouse as sole trustees, 131,776 securities are indirectly held (I) through the HRM Trust 1997, U/A/D June 17, 1997 and 1,118,647 securities are indirectly held (I) through a rabbi trust pursuant to our nonqualifed deferred compensation plan. |
10. One-third of the shares subject to the option vest and become exerciseable annually on January 1. The shares vested fully on January 1, 2003. |
11. The shares subject to the option vested fully on the date of grant, February 29, 2000. |
12. One-third of the shares subject to the option vest and become exerciseable annually on January 1. The shares vested fully on January 1, 2002. |
Remarks: |
/s/ Tamra Browne pursuant to a power of attorney dated 01/14/2003 | 01/31/2007 | |
** 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. |