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^*

RISING NELSON C

(Last)

(First)

(Middle)

201 MISSION STREET

(Street)

SAN FRANCISCO

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CATELLUS DEVELOPMENT CORP [ CDX ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/22/2003

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 Stock	08/22/2003		M		300,716	A	$6.975	378,216⁽³⁾	D
Common Stock	08/22/2003		S		183,700	D	$23.83⁽¹⁾	194,516⁽³⁾	D
Common Stock	08/25/2003		M		49,284	A	$6.975	243,800⁽⁴⁾	D
Common Stock	08/25/2003		S		30,300	D	$23.54⁽⁵⁾	213,500⁽⁴⁾	D
Common Stock	08/25/2003		M		85,650	A	$6	299,150⁽⁴⁾	D
Common Stock	08/25/2003		S		50,000	D	$23.51⁽⁶⁾	249,150⁽⁴⁾	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)
Employee Stock Option-right to buy	$6.975	08/22/2003		M			300,716	01/01/1996⁽²⁾	07/27/2004	Common Stock	300,716	$0	49,284	D
Employee Stock Option-right to buy	$6.975	08/25/2003		M			49,284	01/01/1996⁽²⁾	07/27/2004	Common Stock	49,284	$0	0	D
Employee Stock Option-right to buy	$6	08/25/2003		M			85,650	11/29/1996⁽⁷⁾	11/29/2005	Common Stock	85,650	$0	214,350	D

Explanation of Responses:

1. $23.83 is the average price for shares sold; actual prices are listed on Exhibit 99.1 hereto.

2. The options vested in three annual installments, beginning January 1, 1996, upon the achievement of certain price benchmarks. The benchmark at which the options became fully vested was achieved when the average of the closing price of a common share was at least $15.00 for 30 consecutive trading days.

3. Additional 12,222 shares are owned indirectly through Catellus Stock Fund in 401k plan.

4. Additional 12,230 shares are owned indirectly through Catellus Stock Fund in 401k plan.

5. $23.54 is the average price for shares sold; actual prices are listed on Exhibit 99.2 hereto.

6. $23.51 is the average price for shares sold; actual prices are listed on Exhibit 99.3 hereto.

7. The options vested in four annual installments, beginning November 29, 1996, upon the achievement of certain price benchmarks. The benchmark at which the options became fully vested was achieved when the average of the closing price of a common share was at least $15.00 for 30 consecutive trading days.

Remarks:

Exhibit List: Exhibit 24: Power of Attorney Exhibit 99.1: Actual Sale Price of Shares Sold Friday, August 22, 2003 (Table I, Line 2) Exhibit 99.2: Actual Sale Price of Shares Sold Monday, August 25, 2003 (Table 1, Line 4) Exhibit 99.3: Actual Sale Price of Shares Sold Monday, August 25, 2003 (Table 1, Line 6)

	Barbara Polster, attorney-in-fact	08/26/2003
	** 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).
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