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^*

BERG CARL E

(Last)

(First)

(Middle)

(Street)

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MISSION WEST PROPERTIES INC [ MSW ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2003

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	06/30/2003⁽¹⁾⁽²⁾	06/30/2003⁽¹⁾⁽²⁾	G⁽¹⁾⁽²⁾		7,650⁽¹⁾⁽²⁾	D	0	0	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)
Limited Partnership Units (LP Units)⁽⁵⁾⁽⁶⁾⁽⁷⁾	0⁽³⁾	08/08/1988⁽⁴⁾		P⁽⁴⁾		0⁽⁴⁾		08/08/1998⁽¹⁰⁾	08/08/1998⁽⁹⁾	Limited Partnership Units (LP Units)⁽⁵⁾⁽⁶⁾⁽⁷⁾	0⁽⁴⁾	$0⁽³⁾	33,791,499⁽⁸⁾	D
Limited Partnership Units (LP Units)⁽⁵⁾⁽⁶⁾⁽⁷⁾	0⁽³⁾	08/08/1998⁽⁴⁾		P⁽⁴⁾		0⁽⁴⁾		08/08/1998⁽¹⁰⁾	08/08/1998⁽⁹⁾	Limited Partnership Units (LP Units)⁽⁵⁾⁽⁶⁾⁽⁷⁾	0⁽⁴⁾	$0⁽³⁾	10,789,383⁽¹¹⁾	D
Limited Partnerhsip Units (LP Units)⁽⁵⁾⁽⁶⁾⁽⁷⁾	0⁽³⁾	08/08/1998⁽⁴⁾		P⁽⁴⁾		0⁽⁴⁾		08/08/1998⁽¹⁰⁾	08/08/1998⁽⁹⁾	Limited Partnership Units (LP Units)⁽⁵⁾⁽⁶⁾⁽⁷⁾	0⁽⁴⁾	$0⁽³⁾	196,428⁽¹²⁾⁽¹³⁾	D

Explanation of Responses:

1. These securities are owned by Carl E. Berg, the designated beneficial owner for the reporting group. On June 30, 2003, Carl E. Berg donated 7,650 shares of Common Stock to a qualifying charitable organization

2. On June 30, 2003, Carl E. Berg donated 7,650 shares of Common Stock to a qualifying charitable organization.

3. Convertible to common stock on a 1:1 basis.

4. There were no derivative security transactions.

5. These LP Units were acquired in exchange for real property sold to the Company per existing agreements with the Company including the Pending Projects Acquisition Agreement and the Berg Land Holdings Option Agreement both dated as of December 29, 1998 (the "Land Option Agreement").

6. LP Units became exchangeable for Common Stock on December 29, 1999 under the Exchange Rights Agreement Dated December 28, 1998 between the Company and the entities holding the LP Units. LP Units may be exchanged for an equal number of shares of the Company's Common Stock, or at the election of the Company, cash equal to the fair market value of the shares. These reporting persons and other reporting persons who are "Berg Group" members are subject to an aggregate ownership limit equal to 20% of the outstanding shares of Common Stock, which represents a conversion cap on the total number of shares that can be acquired by any reporting persons and all of these reporting persons combined.

7. The conversion cap limited the acquisition of the underlying securities as of December 29, 1999. LP Units were valued based on the purchase price of the acquired property with the value of each unit equal to the fair market value of the Common Stock under the Land Option Agreement.

8. The LP Units are owned by Carl E. Berg, the designated beneficial owner for the reporting group.

9. Not applicable.

10. Not applicable.

11. These LP Units are owned by Berg & Berg Enterprises, Inc., a member of the reporting group.

12. These LP Units are owned by Berg & Berg Enterprises, LLC, a member of the reporting group.

13. The designated beneficial owner disclaims beneficial ownership of all securities reported on thie Form 4. All reporting persons disclaim beneficial ownership of all securities except to the extent of their respective pecuniary interests therein.

	Carl E. Berg	06/30/2003
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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