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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
LTIP Units (2) | (2) | 12/07/2012 | J | 26,247 | (2) | (2) | Common Stock | 26,247 | $ 0 | 127,296 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Corral Teresa DCT INDUSTRIAL TRUST INC. 518 17TH STREET, SUITE 800 DENVER, CO 80202 |
Executive Vice President |
/s/ John G. Spiegleman, Attorney-in-Fact | 12/11/2012 | |
**Signature of Reporting Person | Date |
* | 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) | 26,247 of the Reporting Person's limited partnership interests ("LTIP") in DCT Industrial Operating Partnership LP ("DCTOP"), of which the Issuer is the sole general partner, were converted into common units of limited partnership interests in DCTOP ("Common OP Unit") and then were immediately converted into an equal number of shares of the Issuer's Common Stock. |
(2) | Represents LTIPs issued as long term incentive compensation pursuant to the Issuer's equity based compensatory programs. Conditioned upon minimum allocations to the capital accounts of the LTIPs for federal income tax purposes, each LTIP may be converted, at the election of the holder, into a Common OP Unit. Each Common OP Unit acquired upon conversion of an LTIP may be presented for redemption at the election of the holder, for cash equal to the fair market value of a share of the Issuer's Common Stock, except that the Issuer may, at its election, acquire each Common OP Unit so presented for one share of Common Stock. |
(3) | The price reported represents the weighted average sale price of the shares sold. The prices of the shares sold in the transaction ranged from $6.31 to $6.315. The Reporting Person hereby undertakes, upon request of the Staff of the U.S. Securities and Exhcnage Commission, the Issuer or a security holder of the Issuer, to provide full information regarding the number of shares sold at each separate price. |
(4) | Previously, the Reporting Person filed a Form 4 which incorrectly reported the Amount of Securities Beneficially Owned Following Reported Transaction(s) (the "Securities Owned Following Transaction"). This prior report reflected a total amount of Securities Owned Following Transaction that was 4,188 shares more than what was actually the amount of Securities Owned Following Transaction. |
(5) | These shares are held by The Parrott Family Trust. The Reporting Person disclaims beneficial ownership with respect to the shares held by The Parrott Family Trust, except to the extent of her pecuniary interest therein. |