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) 06/27/2003 | ||||||||||||||||||||||||||
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 | 06/27/2003 | P | 100 | A | $14.85 | 10,100(1) | D | |||
Common Shares | 06/27/2003 | P | 100 | A | $14.85 | 115,040(2)(3)(4) | I | By Spouse | ||
Common Shares | 06/27/2003 | P | 500 | A | $14.85 | 209,550(5) | I | By Trusts for Children |
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. The reporting person also holds the following derivative securities directly: Stock Option for the right to buy 100,000 common shares at $11.65 per share. This option was granted on December 18, 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 Decmeber 18, 2012. |
2. Includes 114,940 common shares held by Ms. Schorsch's spouse. The reporting person also holds the following equity securities indirectly: 1,100,000 common shares held by a Grantor Retained Annuity Trust, of which Ms. Schorsch's spouse is the sole settlor and trustee. |
3. The reporting person also holds the following derivative securities indirectly: (i) Stock Option held by Ms. Schorsch's spouse for right to buy 1,515,625 common shares at $10.00 per share, 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; and (ii) 1,104,802 units of First States Group, L.P., the issuer's operating partnership. 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 shares 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 a cash amount equal to the value of common shares for which the units would otherwise be converted. |
4. These statements shall not be deemed an admission that the undersigned is, for purposes of Section 16 or otherwise, the beneficial owner of any of these equity or derivative securities. |
5. This statement shall not be deemed an admission that the undersigned is, for purposes of Section 16 or otherwise, the beneficial owner of any of these derivative securities. |
Remarks: |
/s/ James W. McKenzie, Jr. By: James W. McKenzie, Jr., Attorney-in-fact for Shelley D. Schorsch | 09/29/2003 | |
** 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. |