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*
ODEN D KEITH

(Last) (First) (Middle)
C/O CAMDEN PROPERTY TRUST
3 GREENWAY PLAZA STE 1300

(Street)
HOUSTON TX 77046

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CAMDEN PROPERTY TRUST [ (CPT) ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President & COO
3. Date of Earliest Transaction (Month/Day/Year)
03/23/2004
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 Shares of Beneficial Interest 03/23/2004 M 177,610 A $33.25 659,518 D
Common Shares of Beneficial Interest 03/23/2004 M 29,596 A $33.62 689,114 D
Common Shares of Beneficial Interest 03/23/2004 F 153,006 D $45.1 536,108 D
Common Shares of Beneficial Interest 03/23/2004 J(1) 54,200 D (1) 481,908 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to purchase) $33.25 03/23/2004 M 177,610 02/01/2001 02/01/2011 Common Shares of Beneficial Interest 177,610 $0 1,089,170 D
Employee Stock Option (right to purchase) $33.62 03/23/2004 M 29,596 03/21/2003 03/21/2013 Common Shares of Beneficial Interest 29,596 $0 1,059,574 D
Options to purchase common shares (1) 03/23/2004 J(1) 72,267 03/23/2005 03/23/2034 Common Shares of Beneficial Interest 72,267 $0 1,131,841 D
Explanation of Responses:
1. Granted by the committee appointed in accordance with the provisions of the Company's Rabbi Trust and represent the difference between the exercise price of the employee stock options described above and the market price of the Shares on the date of exercise, as adjusted for the exercise price of this option (which is equal to 25% of the value of the Shares as of the date of grant).
/s/ D. Keith Oden 03/25/2004
** 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.