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*
CROCKER THOMAS J

(Last) (First) (Middle)
225 N.E. MIZNER BLVD., STE. 200

(Street)
BOCA RATON FL 33432

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CRT PROPERTIES INC [ CRO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
09/27/2005
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)
Code V Amount (A) or (D) Price
Common Stock 09/27/2005 A(1) 48,004.31 A $27.8(1)(3) 390,005.51 D
Common Stock 09/27/2005 A(1) 484.89 A $27.8(1)(3) 390,490.4 I through CTA Broward Ltd.
Common Stock 09/27/2005 A(1) 484.6 A $27.8(1)(3) 390,975 I through CTA Properties Inc.
Common Stock 09/27/2005 U(2) 390,005.51 D $27.8 969.49 D
Common Shares 09/27/2005 U(1) 484.89 D $27.8 484.6 I through CTA Broward Ltd.
Common Shares 09/27/2005 U(1) 484.6 D $27.8 0 I through CTA Properties Inc.
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class C Partnership Units of CRT BFC, Ltd (1)(3) 09/27/2005 U 48,004.31 (3) (3) Common Stock 48,004.31 $27.8 783,118.419 D
Class C Partnership Units of BFC Ltd. (1)(3) 09/27/2005 U 484.89 (3) (3) Common Shares 484.89 $27.8 782,633.529 I through CTA Broward Ltd.
Class C Partnership Units of CRT BFC, Ltd. (1)(3) 09/27/2005 U 484.6 (3) (3) Common Shares 484.6 $27.8 782,148.929 I through CTA Properties Inc.
2002 Long Term Incentive Plan Units (4) 09/27/2005 U 20,362.679 (4) (4) Common Stock 20,362.679 $27.8 761,786.25 D
Common Stock Option $16.0625 09/27/2005 U(2) 700,000 02/17/2001 02/17/2010 Common Stock 700,000 $27.8 61,786.25 D
Explanation of Responses:
1. In connection with the merger described in note 2 below, the partnership units were redeemed by the general partner for shares of CRT Properties, Inc., which were then converted in the merger into the right to receive $27.80 per share plus accrued but unpaid dividends.
2. On September 27, 2004, CRT Properties, Inc. merged with and into DRA CRT Acquisition Corp. pursuant to the terms of an Agreement and Plan of Merger, dated June 17, 2005. In connection with the merger, (i) each share of common stock was converted into the right to receive $27.80 in cash plus accrued but unpaid dividends, (ii) each option to purchase common stock was converted into the right to receive $27.80 in cash less the exercise price of such option, and (iii) the vesting of all restricted stock and long-term incentive awards was accelerated.
3. Upon tender of partnership units for redemption, the units must be redeemed for cash by the partnership unless the general partner, an affiliate of CRT Properties, Inc., chooses at its discretion to purchase the units for cash or for CRT Properties, Inc. common stock (on a one-for-one basis, as adjusted for dividends, splits and similar events ), or a combination of cash and stock.
4. The vesting of all 2002 Long Term Investment Plan units was accelerated in connection with the merger described in note 2 above and all units were converted into the right to receive the merger consideration.
/s/ Thomas J. Crocker 09/29/2005
** 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).
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