Edgar Filing: TRAMMELL CROW CO

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

GROCH JAMES R

2. Issuer Name and Ticker or Trading Symbol
TRAMMELL CROW CO [TCC]

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
President, Fund & Invest. Man.

(Last)

(First)

(Middle)

FOUR FALLS CORPORATE CENTER, SUITE 250, 300 CONSHOHOCKEN STATE ROAD

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2006

(Street)

CONSHOHOCKEN, PA 19428

4. If Amendment, Date 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

(City)

(State)

(Zip)

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	09/01/2006		M		20,305	A	$ 17.5	229,540 ⁽¹⁾	D
Common Stock	09/01/2006		M		5,000	A	$ 10.2	234,540 ⁽¹⁾	D
Common Stock	09/01/2006		S⁽²⁾		25,305	D	$ 34.5	209,235 ⁽¹⁾	D
Common Stock								14,313	I	By James R. Groch Grantor Retained Annuity Trust

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (right to buy)

$ 17.5

09/01/2006

20,305

11/24/1997

11/24/2007

Common Stock

20,305

⁽³⁾

Stock Option (right to buy)

$ 10.2

09/01/2006

5,000

05/25/2002⁽⁴⁾

05/25/2008

Common Stock

5,000

⁽³⁾

Stock Option (right to buy)

$ 13.9

05/24/2003⁽⁵⁾

05/24/2009

Common Stock

65,000

Stock Option (right to buy)

$ 11.44

03/08/2001⁽⁶⁾

03/08/2010

Common Stock

50,000

Stock Option (right to buy)

$ 17.88

05/18/2002⁽⁷⁾

05/18/2009

Common Stock

15,000

Stock Option (right to buy)

$ 17.44

05/05/2000⁽⁸⁾

05/05/2009

Common Stock

13,147

Stock Option (right to buy)

$ 18.06

02/18/2000⁽⁹⁾

02/18/2009

Common Stock

17,313

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
GROCH JAMES R FOUR FALLS CORPORATE CENTER, SUITE 250 300 CONSHOHOCKEN STATE ROAD CONSHOHOCKEN, PA 19428			President, Fund & Invest. Man.

Signatures

/s/ James R. Groch		09/06/2006
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Includes 70,919 shares of restricted stock, with 20,000 shares vesting on 3/5/2007, 20,000 shares vesting on 3/5/2008, and 30,919 shares vesting on 5/18/2009. Also includes a restricted stock award of 21,053 shares, with 10,527 shares vesting on May 17, 2009 and 10,526 shares vesting on May 17, 2010, but only if the Issuer has positive net income for the period commencing July 1, 2006 and ending December 31, 2006.
(2)	The sale reported in this Form 4 was pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 6/6/2006. The shares sold in such sale were sold in connection with a broker assisted cashless exercise of options.
(3)	The options were exercised in a broker assisted cashless exercise of options.
(4)	The options vested in four equal annual installments with the first installment vesting on 5/25/2002.
(5)	The options vested in four equal annual installments with the first installment vesting on 5/24/2003.
(6)	The options vested in four equal annual installments with the first installment vesting on 3/8/2001.
(7)	The options vested in three equal annual installments with the fist installment vesting on 5/18/2002.
(8)	The options vested in four equal annual installments with the first installment vesting on 5/5/2000.
(9)	The options vested in three equal annual installments with the first installment vesting on 2/18/2000.

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