Archstone Smith Trust - Statement of Changes in Beneficial Ownership (4)
October 05 2007 - 4:36PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
GERARDI ERNEST A JR
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2. Issuer Name
and
Ticker or Trading Symbol
ARCHSTONE SMITH TRUST
[
ASN
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
9200 E. PANORAMA CIRCLE, SUITE 400
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3. Date of Earliest Transaction
(MM/DD/YYYY)
10/5/2007
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(Street)
ENGLEWOOD, CO 80112
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Shares of Beneficial Interest
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10/5/2007
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D
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104785
(1)
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D
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$60.75
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0
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D
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Common Shares of Beneficial Interest
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10/5/2007
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D
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49375
(2)
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D
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$60.75
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0
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I
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Held by Spouse
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Class A-1 Common Units of Archstone-Smith Operating Trust
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(3)
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10/5/2007
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D
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51350
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(3)
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(3)
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Common Shares
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51350
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(3)
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0
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D
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Dividend Equivalent Units
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(4)
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10/5/2007
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D
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179
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(4)
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(4)
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Common Shares
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179
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(4)
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0
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D
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Explanation of Responses:
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(
1)
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Direct total includes 100,786 common shares and 3,999 Restricted Stock Units, all of which were disposed of pursuant to a merger agreement between Issuer, affiliates of Tishman Speyer Real Estate Venture VII L.P. and Lehman Brothers Holdings Inc. (the "Merger Agreement"), and cancelled in exchange for a cash payment of $60.75 per share.
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(
2)
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Indirectly-held shares disposed of pursuant to the Merger Agreement, and cancelled in exchange for the cash merger consideration of $60.75 per share.
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(
3)
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Represents Class A-1 Common Units of Archstone-Smith Operating Trust ("ASOT"), which, pursuant to ASOT's Declaration of Trust, have no expiration date and are redeemable for cash or, at the Issuer's option, common shares on a 1 for 1 basis. Pursuant to the Merger Agreement and at the election of the unitholder, such units were cancelled in exchange for a cash payment of $60.75 per unit.
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(
4)
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Represents outstanding Dividend Equivalent Units ("DEUs") awarded under Issuer's Equity Plan for Outside Trustees. DEUs accrue on certain option and Restricted Stock Unit grants and vest at the same rate as the underlying grant. Upon settlement DEUs convert to shares of ASN common stock on a 1 to 1 basis. DEUs have no expiration date. Pursuant to the Merger Agreement all DEUs became fully vested at the time of the merger and were cancelled in exchange for a cash payment of $60.75 per unit.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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GERARDI ERNEST A JR
9200 E. PANORAMA CIRCLE
SUITE 400
ENGLEWOOD, CO 80112
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X
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Signatures
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Thomas S. Reif, Attorney-in-Fact on behalf of Ernest A. Gerardi, Jr.
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10/5/2007
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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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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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 control number.
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