Edgar Filing: CAREY WILLIAM P

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

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

CAREY WILLIAM P

2. Issuer Name and Ticker or Trading Symbol
CAREY W P & CO LLC [WPC]

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

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
see footnote (1)

(Last)

(First)

(Middle)

C/O W. P. CAREY & CO. LLC, 50 ROCKEFELLER PLAZA

3. Date of Earliest Transaction (Month/Day/Year)
04/05/1998

(Street)

NEW YORK, NY 10020

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	04/05/1998⁽¹⁾		A		14,976	A	$ 17.83	9,847,051.3152 ⁽²⁾	I ⁽³⁾	By Carey Management LLC
Common Stock	05/05/1998⁽¹⁾		A		13,694	A	$ 18.58	9,847,051.3152 ⁽²⁾	I ⁽³⁾	By Carey Management LLC
Common Stock	06/05/1998⁽¹⁾		A		14,544	A	$ 18.74	9,847,051.3152 ⁽²⁾	I ⁽³⁾	By Carey Management LLC
Common Stock	06/10/1998⁽¹⁾		P		35,000	A	$ 18.74	9,847,051.3152 ⁽²⁾	I ⁽³⁾	By W. P. Carey & Co. Inc.
Common Stock	07/05/1998⁽¹⁾		A		16,255	A	$ 17.86	9,847,051.3152 ⁽²⁾	I ⁽³⁾	By Carey Management LLC
Common Stock	07/07/1998⁽¹⁾		S		79,700	D	$ 17.92	9,847,051.3152 ⁽²⁾	I ⁽³⁾	By W. P. Carey & Co. Inc.
Common Stock	08/05/1998⁽¹⁾		A		16,293	A	$ 17.27	9,847,051.3152 ⁽²⁾	I ⁽³⁾	By Carey Management LLC
Common Stock	09/05/1998⁽¹⁾		A		17,070	A	$ 16.67	9,847,051.3152 ⁽²⁾	I ⁽³⁾	By Carey Management LLC
Common Stock	10/05/1998⁽¹⁾		A		15,882	A	$ 17.64	9,847,051.3152 ⁽²⁾	I ⁽³⁾	By Carey Management LLC
Common Stock	11/05/1998⁽¹⁾		A		15,674	A	$ 18.47	9,847,051.3152 ⁽²⁾	I ⁽³⁾	By Carey Management LLC
Common Stock	12/05/1998⁽¹⁾		A		17,422	A	$ 16.69	9,847,051.3152 ⁽²⁾	I ⁽³⁾	By Carey Management LLC
Common Stock	01/05/1999⁽¹⁾		A		15,969	A	$ 17.5	9,847,051.3152 ⁽²⁾	I ⁽³⁾	By Carey Management LLC
Common Stock	02/05/1999⁽¹⁾		A		16,804	A	$ 17.28	9,847,051.3152 ⁽²⁾	I ⁽³⁾	By Carey Management LLC
Common Stock	03/05/1999⁽¹⁾		A		17,457	A	$ 16.77	9,847,051.3152 ⁽²⁾	I ⁽³⁾	By Carey Management LLC
Common Stock	04/05/1999⁽¹⁾		A		17,716	A	$ 15.95	9,847,051.3152 ⁽²⁾	I ⁽³⁾	By Carey Management LLC
Common Stock	05/05/1999⁽¹⁾		A		17,458	A	$ 16.35	9,847,051.3152 ⁽²⁾	I ⁽³⁾	By Carey Management LLC
Common Stock	06/07/1999⁽¹⁾		A		18,071	A	$ 16.18	9,847,051.3152 ⁽²⁾	I ⁽³⁾	By Carey Management LLC
Common Stock	07/15/1999⁽¹⁾		A		18,212	A	$ 17.06	9,847,051.3152 ⁽²⁾	I ⁽³⁾	By Carey Management LLC
Common Stock	08/15/1999⁽¹⁾		A		19,177	A	$ 16.52	9,847,051.3152 ⁽²⁾	I ⁽³⁾	By Carey Management LLC
Common Stock	09/01/1999⁽¹⁾		A		20,418	A	$ 16.17	9,847,051.3152 ⁽²⁾	I ⁽³⁾	By Carey Management LLC
Common Stock	09/30/1999⁽¹⁾		A		16,076	A	$ 19.51	9,847,051.3152 ⁽²⁾	I ⁽³⁾	By Carey Management LLC
Common Stock	11/01/1999⁽¹⁾		A		19,306	A	$ 16.46	9,847,051.3152 ⁽²⁾	I ⁽³⁾	By Carey Management LLC
Common Stock	12/01/1999⁽¹⁾		A		19,375	A	$ 16.52	9,847,051.3152 ⁽²⁾	I ⁽³⁾	By Carey Management LLC
Common Stock	01/01/2000⁽¹⁾		A		18,792	A	$ 16.88	9,847,051.3152 ⁽²⁾	I ⁽³⁾	By Carey Management LLC
Common Stock	02/01/2000⁽¹⁾		A		19,349	A	$ 16.63	9,847,051.3152 ⁽²⁾	I ⁽³⁾	By Carey Management LLC
Common Stock	05/31/2000⁽¹⁾		A⁽⁴⁾		1,736	A	$ 16.75	9,847,051.3152 ⁽²⁾	D ⁽³⁾
Common Stock	06/28/2000⁽¹⁾		J⁽⁵⁾		738,054	D	$ 16.88	9,847,051.3152 ⁽²⁾	I ⁽³⁾	By Carey Management LLC
Common Stock	06/28/2000⁽¹⁾		J⁽⁵⁾		382,696	A	$ 16.88	9,847,051.3152 ⁽²⁾	I ⁽³⁾	By Carey Property Advisors
Common Stock	06/29/2000⁽¹⁾		J⁽⁶⁾		66,662	D	$ 17.25	9,847,051.3152 ⁽²⁾	I ⁽³⁾	By W. P. Carey & Co. Inc.
Common Stock	06/29/2000⁽¹⁾		J⁽⁶⁾		93,330	D	$ 17.25	9,847,051.3152 ⁽²⁾	I ⁽³⁾	By Carey Property Advisors

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)

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

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
CAREY WILLIAM P C/O W. P. CAREY & CO. LLC 50 ROCKEFELLER PLAZA NEW YORK, NY 10020	X	X		see footnote (1)

Signatures

/s/ Wm. Polk Carey		04/30/2007
^**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)	Director and/or Officer at the time of the transactions described in this filing
(2)	Includes 3,924,874 shares held directly, 5,836,506.3152 held indirectly by W. P. Carey & Co. Inc. and 85,671 shares held indirectly by Carey Asset Management
(3)	All of the Reporting Person's indirectly held shares are held by entities either wholly owned or controlled by the Reporting Person.
(4)	Represents an Employee Stock Purchase Plan transaction exempt pursuant to Section 16(b)
(5)	These shares were acquired or surrendered, as the case may be, as a result of the liquidation and distribution of assets of Carey Management as part of the merger between Carey Diversified and W. P. Carey & Co. Inc.
(6)	Represents a distribution of Partnership Equity Plan shares.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.