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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 | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 20.0938 | 01/18/2000 | 01/18/2009 | Common Shares of Beneficial Interest | 300,000 | 300,000 (10) | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 21.0625 | 01/24/2001 | 01/24/2010 | Common Shares of Beneficial Interest | 284,866 | 284,866 (10) | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 22.9688 | 11/16/2000 | 05/16/2010 | Common Shares of Beneficial Interest | 10,000 | 10,000 (10) | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 23.375 | 05/17/2001 | 05/17/2009 | Common Shares of Beneficial Interest | 10,000 | 10,000 (10) | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 23.55 | 08/07/2003 | 02/07/2013 | Common Shares of Beneficial Interest | 427,632 | 427,632 (10) | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 25.844 | 01/18/2002 | 01/18/2011 | Common Shares of Beneficial Interest | 232,154 | 232,154 (10) | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 25.865 | 11/15/2001 | 05/15/2011 | Common Shares of Beneficial Interest | 10,000 | 10,000 (10) | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 27.2 | 01/17/2003 | 01/17/2012 | Common Shares of Beneficial Interest | 303,716 | 303,716 (10) | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 29.25 | 01/27/2004 | 01/27/2014 | Common Shares of Beneficial Interest | 359,518 | 359,518 (10) | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 31.76 | 02/03/2005 | 02/03/2015 | Common Shares of Beneficial Interest | 307,770 | 307,770 (11) | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 42.8 | 02/03/2007 | 02/03/2017 | Common Shares of Beneficial Interest | 192,545 | 192,545 (12) | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 53.5 | (13) | 02/08/2017 | Common Shares of Beneficial Interest | 129,798 | 129,798 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 24.625 | 11/26/2007 | M | 10,000 | 05/14/1998 | 05/14/2008 | Common Shares of Beneficial Interest | 10,000 | $ 0 | 0 (10) | D | ||||
| Non-Qualified Stock Option (right to buy) | $ 25.3438 | 11/26/2007 | M | 600,000 | 01/07/1998 | 01/07/2008 | Common Shares of Beneficial Interest | 600,000 | $ 0 | 0 (10) | D | ||||
| Operating Partnership Units | $ 0 | 01/10/2002 | 07/02/2002 | Common Shares of Beneficial Interest | 1,074,514 | 1,074,514 (14) | I | EGI Holdings, Inc. | |||||||
| Operating Partnership Units | $ 0 | 01/10/2002 | 07/02/2002 | Common Shares of Beneficial Interest | 1,074,512 | 1,074,512 (15) | I | EGIL Investments, Inc. | |||||||
| Operating Partnership Units | $ 0 | 01/10/2002 | 01/10/2020 | Common Shares of Beneficial Interest | 1,375,690 | 1,375,690 (16) | I | Samstock, L.L.C. | |||||||
| Operating Partnership Units | $ 0 | 02/01/2003 | 02/01/2013 | Common Shares of Beneficial Interest | 402 | 402 (17) | I | Samstock/Alpha, LLC | |||||||
| Operating Partnership Units | $ 0 | 01/10/2002 | 07/02/2002 | Common Shares of Beneficial Interest | 400,674 | 400,674 (18) | I | Samstock/SZRT, L.L.C. | |||||||
| Operating Partnership Units | $ 0 | 01/10/2002 | 07/02/2002 | Common Shares of Beneficial Interest | 652,418 | 652,418 (19) | I | Samstock/ZFT, LLC | |||||||
| Operating Partnership Units | $ 0 | 01/10/2002 | 07/02/2002 | Common Shares of Beneficial Interest | 222,340 | 222,340 (20) | I | Samstock/ZGPI, L.L.C. | |||||||
| Operating Partnership Units | $ 0 | 01/10/2002 | 12/02/2002 | Common Shares of Beneficial Interest | 62,952 | 62,952 (21) | I | SZ Investments, LLC | |||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| ZELL SAMUEL TWO NORTH RIVERSIDE PLAZA SUITE 600 CHICAGO, IL 60606 |
X | Chairman of the Board | ||
| By: Yasmina Duwe, Attorney-in-fact | 11/27/2007 | |
| **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). |
| (2) | Shares reported herein are beneficially owned by the Helen Zell Revocable Trust (HZRT). Mr. Zell's spouse, Helen Zell, is the trustee of HZRT. Mr. Zell disclaims beneficial ownership of the shares reported as beneficially owned by him except to the extent of his pecuniary interest therein. |
| (5) | Shares reported in this column are owned by AST Trust Company, as Trustee of the Equity Residential Supplemental Executive Retirement Plan, for the benefit of the reporting person. |
| (15) | OP Units reported herein are beneficially owned by EGIL Investments, Inc.. Under a stockholder agreement dated December 31, 1999 among the Zell Trusts and the Lurie Trusts, the Lurie Trusts have the power to vote and dispose of the OP Units beneficially owned by EGIL Investments, Inc. Mr. Zell disclaims beneficial ownership of such OP Units except to the extent of his pecuniary interest therein. |
| (8) | Shares reported herein are beneficially owned by the SZ Matthew Trust (SZMT), of which Chai Trust Company, L.L.C. (Chai Trust) is the sole Trustee. Mr. Zell is not an officer or director of Chai Trust and does not have voting or dispositive power over such shares. Mr. Zell is beneficiary of the SZMT and, as such, Mr. Zell may be deemed the beneficial owner of the shares reported herein. |
| (19) | OP Units reported herein are beneficially owned by Samstock/ZFT, L.L.C. The sole member of Samstock/ZFT, L.L.C. is ZFT Partnership. The general partners of ZFT Partnership are certain Zell Trusts, the trustee of which is Chai Trust Company, L.L.C. (Chai Trust). Mr. Zell is not an officer or director of Chai Trust and does not have voting or dispositive power over such OP Units. Mr. Zell disclaims beneficial ownership of such OP Units except to the extent of his pecuniary interest therein. |
| (9) | Shares reported herein are beneficially owned by the Zell Family Foundation (Foundation). Mr. Zell is a director of the Foundation and does not have a pecuniary interest in such shares. |
| (3) | Shares reported herein are beneficially owned by Samstock, L.L.C. (Samstock). The sole member of Samstock is SZ Investments, L.L.C. (SZ). The managing member of SZ is Zell General Partnership, Inc. (Zell GP). Sam Investment Trust (SIT) is the sole stockholder of Zell GP, and Chai Trust Company, L.L.C. (Chai Trust) is the trustee of SIT. Mr. Zell is not an officer or director of Chai Trust and does not have voting or dispositive power over such shares. Mr. Zell disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
| (4) | Mr. Zell is sole trustee and beneficiary of the Samuel Zell Revocable Trust, and, as such, he may be deemed the beneficial owner of the shares reported herein. |
| (14) | OP Units reported herein are beneficially owned by EGI Holdings, Inc. Under a stockholder's agreement dated December 31, 1999 among certain trusts established for the benefit of the family of Mr. Zell (the Zell Trusts) and certain trusts established for the benefit of the family of Ann and Robert Lurie (the Lurie Trusts), the Zell Trusts have the power to vote and dispose of the OP Units beneficially owned by EGI Holdings, Inc. Chai Trust Company, L.L.C. (Chai Trust) is the trustee of such Zell Trusts. Mr. Zell is not an officer or director of Chai Trust and does not have voting or dispositive power over such OP Units. Mr. Zell disclaims beneficial ownership of such OP Units except to the extent of his pecuniary interest therein. |
| (6) | Shares reported herein are beneficially owned by the SZ JoAnn Trust (SZJT), of which Chai Trust Company, L.L.C. (Chai Trust) is the sole Trustee. Mr. Zell is not an officer or director of Chai Trust and does not have voting or dispositive power over such shares. Mr. Zell is beneficiary of SZJT and, as such, Mr. Zell may be deemed the beneficial owner of the shares reported herein. |
| (1) | Shares reported in this column include restricted shares of the Company scheduled to vest in the future along with 37,393.0743 shares acquired through dividend reinvestments. |
| (20) | OP Units reported herein are beneficially owned by Samstock/ZGPI, L.L.C. The sole member of Samstock/ZGPI, L.L.C. is Zell General Partnership, Inc. (Zell GP). Sam Investment Trust (SIT) is the sole stockholder of Zell GP, and Chai Trust Company, L.L.C. (Chai Trust) is the trustee of SIT. Mr. Zell is not an officer or director of Chai Trust and does not have voting or dispositive power over such OP Units. Mr. Zell disclaims beneficial ownership of such OP Units except to the extent of his pecuniary interest therein. |
| (12) | Share options reported on this line become exercisable in three equal installments on February 3, 2007, February 3, 2008 and February 3, 2009. |
| (21) | OP Units reported herein are beneficially owned by SZ Investments, L.L.C. (SZ). The managing member of SZ is Zell General Partnership, Inc. (Zell GP). Sam Investment Trust (SIT) is the sole stockholder of Zell GP, and Chai Trust Company, L.L.C. (Chai Trust) is the trustee of SIT. Mr. Zell is not an officer or director of Chai Trust and does not have voting or dispositive power over such OP Units. Mr. Zell disclaims beneficial ownership of such OP Units except to the extent of his pecuniary interest therein. |
| (11) | Share options reported on this line become exercisable in three equal installments on February 3, 2006; February 3, 2007 and February 3, 2008. |
| (13) | Share options reported on this line become exercisable in three equal installments on February 8, 2008, February 8, 2009 and February 8, 2010. |
| (17) | OP Units reported herein are beneficially owned by Samstock/Alpha, L.L.C. The sole member of Samstock/Alpha, L.L.C. is Alphabet Partners. The general partners of Alphabet Partners are certain Zell Trusts, the trustee of which is Chai Trust Company, L.L.C. (Chai Trust). Mr. Zell is not an officer or director of Chai Trust and does not have voting or dispositive power over such OP Units. Mr. Zell disclaims beneficial ownership of such OP Units except to the extent of his pecuniary interest therein. OP Unit amount was overreported by 402 units on previous form filings. |
| (7) | Shares reported herein are beneficially owned by the SZ Kellie Trust (SZKT), of which Chai Trust Company, L.L.C. (Chai Trust) is the sole Trustee. Mr. Zell is not an officer or director of Chai Trust and does not have voting or dispositive power over such shares. Mr. Zell is beneficiary of the SZKT and, as such, Mr. Zell may be deemed the beneficial owner of the shares reported herein. |
| (18) | OP Units reported herein are beneficially owned by Samstock/SZRT, L.L.C. The sole member of Samstock/SZRT, L.L.C. is the Samuel Zell Revocable Trust under trust agreement dated January 17, 1990. Mr. Zell is sole trustee and beneficiary of the Samuel Zell Revocable Trust. |
| (10) | Share options reported on this line are fully exercisable. |
| (16) | OP Units reported herein are beneficially owned by Samstock, L.L.C. (Samstock). The sole member of Samstock is SZ Investments, L.L.C. (SZ). The managing member of SZ is Zell General Partnership, Inc. (Zell GP). Sam Investment Trust (SIT) is the sole stockholder of Zell GP, and Chai Trust Company, L.L.C. (Chai Trust) is the trustee of SIT. Mr. Zell is not an officer or director of Chai Trust and does not have voting or dispositive power over such OP Units. Mr. Zell disclaims beneficial ownership of such OP Units except to the extent of his pecuniary interest therein. OP Unit amount was underreported by 402 units on previous form filings. |