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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 | ||||||||
| Units of Limited Partnership Interest (2) | (2) | 09/30/2005 | D | 42,667 | 01/26/1995 | (3) | Common Shares (2) | 42,667 | $ 43.7 (4) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $ 26.75 | 09/30/2005 | D | 100,000 | (5) | 10/01/2008 | Common Shares | 100,000 | $ 16.95 (5) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| BANKS MARVIN R JR C/O GABLES RESIDENTIAL TRUST 2859 PACES FERRY ROAD, SUITE 1450 ATLANTA, GA 30339 |
Sr. VP, Secretary & CFO | |||
| Dawn H. Severt, as Attorney in Fact | 09/30/2005 | |
| **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) | These shares were disposed of pursuant to the merger agreement between Gables Residential Trust and an affiliate of ING Clarion Partners, LLC, an indirect wholly owned subsidiary of ING Groep, N.V. In connection with the closing of the merger, each common share was cancelled in exchange for the right to receive $43.70 in cash. |
| (2) | Each unit of Gables Realty Limited Partnership was redeemable for either cash equal to the fair market value of one common share of Gables Residential Trust at the time of redemption, or, at the election of Gables Residential Trust, one common share of Gables Residential Trust. |
| (3) | Not applicable. |
| (4) | These units were disposed of pursuant to the merger agreement between Gables Realty Limited Partnership and an affiliate of ING Clarion Partners, LLC. In connection with the closing of the merger, each unit was cancelled in exchange for the right to receive $43.70 in cash. |
| (5) | This option to buy 100,000 common shares, which vested in three equal installments on the first, second and third anniversaries of the October 1, 1998 grant date, was cancelled in connection with the closing of the merger in exchange for a cash payment representing the difference between the exercise price of the option and the merger consideration of the underlying common stock of $43.70 per share. |