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^*

HAVNER RONALD L JR

(Last)

(First)

(Middle)

C/O PS BUSINESS PARKS, INC.

701 WESTERN AVENUE

(Street)

GLENDALE

91201-2349

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PS BUSINESS PARKS INC/CA [ PSB ]

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

X	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			Chairman of the Board

3. Date of Earliest Transaction (Month/Day/Year)
09/26/2008

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								68,548	I	By Family Trust⁽¹⁾
Common Stock								10,000	I	By Foundation⁽²⁾
Common Stock								500	I	By IRA⁽³⁾
Common Stock								500	I	By IRA⁽⁴⁾
Depositary Shares Representing Series H Preferred Stock								2,075	I	By Family Trust⁽¹⁾
Depositary Shares Representing Series H Preferred Stock								400	I	By IRA⁽³⁾
Depositary Shares Representing Series H Preferred Stock								7,907	I	By IRA⁽⁴⁾
Depositary Shares Representing Series I Preferred Stock								2,000	I	By IRA⁽⁴⁾
Depositary Shares Representing Series O Preferred Stock	09/26/2008		P		800	A	$16.75	1,425	I	By IRA⁽⁴⁾

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)
Stock Option (right to buy)⁽⁶⁾	$57.79							05/05/2009	05/05/2018	Common Stock	2,000		2,000	D
Stock Option (right to buy)⁽⁶⁾	$68.9							04/30/2008	04/30/2017	Common Stock	10,000		10,000	D
Stock Option (right to buy)⁽⁵⁾	$27.48							03/13/2002	03/13/2011	Common Stock	50,000		50,000	D
Stock Option (right to buy)⁽⁵⁾	$26.125							08/04/2001	08/04/2010	Common Stock	75,036		75,036	D

Explanation of Responses:

1. By family trust of which the reporting person and his spouse are trustees. Common shares previously reported as direct ownership.

2. Includes 10,000 shares owned by the Havner Family Foundation, of which Mr. Havner and his wife are co-trustees but with respect to which Mr. and Mrs. Havner disclaim any beneficial interest.

3. By a custodian of an IRA for benefit of the reporting person.

4. By a custodian of an IRA for benefit of the reporting person's wife.

5. Stock options pursuant to the 1997 Stock Option and Incentive Plan.

6. Stock Options granted pursuant to the 2003 Stock Option and Incentive Plan; vests in 5 equal annual installments beginning 1 year from the date of grant.

	/s/ Stephanie G. Heim, Attorney in Fact	09/26/2008
	** 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.
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