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^*

Holloway Gary M

(Last)

(First)

(Middle)

C/O GMH COMMUNITIES TRUST

10 CAMPUS BOULEVARD

(Street)

NEWTOWN SQUARE

19073

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GMH Communities Trust [ GCT ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Pres.,CEO& Bd. Trustees Chrmn.

3. Date of Earliest Transaction (Month/Day/Year)
08/09/2007

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								171,550	I	By Spouse
Common Shares	08/09/2007		P		47,500	A	$8.02	0⁽³⁾	D
Common Shares	08/10/2007		P		47,500	A	$7.74	0⁽³⁾	D
Common Shares	08/13/2007		P		5,000	A	$7.86	150,000	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)
Partnership Units	⁽¹⁾							⁽¹⁾	⁽¹⁾	Common Shares	15,673,039⁽¹⁾		15,673,039⁽¹⁾	D
Partnership Units	⁽¹⁾							⁽¹⁾	⁽¹⁾	Common Shares	1,315,791⁽¹⁾		1,315,791⁽¹⁾	I	See Footnote (2)⁽²⁾

Explanation of Responses:

1. Pursuant to Section 8.04 of the Second Amended and Restated Agreement of Limited Partnership of GMH Communities, LP, units of the operating partnership held by the reporting person may be redeemed, after a one-year holding period, and subject to certain exceptions, for common shares of GMH Communities Trust on a one-for-one basis, and further subject to adjustments for stock splits, dividends, recapitalizations and similar events, or for a cash amount equal to the value of common shares for which the units would otherwise be redeemed. In addition, the reporting person is restricted as to the number of units that he may redeem for common shares, such that he may not redeem units for common shares that would result in his ownership of in excess of 20% of the outstanding common shares of GMH Communities Trust.

2. Includes units of limited partnership interest held by several business entities affiliated with the reporting person.

3. The number of securities beneficially owned by the reporting person following the transactions contained in this filing appears in row 4.

	/s/ Theresa Miller, attorney-in-fact for Gary M. Holloway, Sr.	08/13/2007
	** 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.