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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 | ||||||||
Partnership Units (1) | $ 0 (1) | (1) | (1) | Common Stock (1) | (1) | 155,574 (2) (3) | D | ||||||||
Partnership Units (1) | $ 0 (1) | (1) | (1) | Common Stock (1) | (1) | 1,001,013 (2) (4) | I | By Lubar Equity Fund, LLC (6) | |||||||
Partnership Units (1) | $ 0 (1) | (1) | (1) | Common Stock (1) | (1) | 89,403 (2) (5) | I | By Lubar and Co., Incorporated (7) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
LUBAR DAVID J 4401 BARCLAY DOWNS DRIVE SUITE 300 CHARLOTTE, NC 28209 |
X |
/s/ Charles M. Handy, Attorney-in-fact | 08/23/2010 | |
**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) | Limited partnership units ("OP units") are redeemable for a cash amount equal to the value of OP units or, in Cogdell Spencer Inc.'s (the "Company") sole and absolute discretion, exchangeable for shares of the Company's common stock based on an exchange ratio of one share of common stock for one OP unit. |
(2) | This report on Form 4 is being voluntarily reported by the reporting person to reflect the following transfers of limited partnership units of Cogdell Spencer LP ("OP units") that occurred on August 20, 2010: (1) Lubar Capital, LLC distributed 397,348 and 901,675 of its OP units to Lubar Capital Management, LLC and Lubar Equity Fund, LLC, respectively, and (2) Lubar Capital Management, LLC distributed 149,005, 89,403, and 99,338 of its OP units to Mr. Lubar, Lubar & Co., Incorporated and Lubar Equity Fund, LLC, respectively. Such indirect acquisitions and dispositions of the securities are being voluntarily reported on this report on Form 4, as they only effected a change in the form of Mr. Lubar's beneficial ownership without changing the reporting person's pecuniary interest in such securities. |
(3) | Comprised of 149,005 OP units and 6,569 vested long term incentive plan units ("LTIP units"). Some or all of the 6,569 vested LTIP units may in the future be converted into OP units, thereby increasing the number of OP units owned by Mr. Lubar by the corresponding number of LTIP units converted into OP units. |
(4) | Comprised of 1,001,013 OP units. |
(5) | Comprised of 89,403 OP units. |
(6) | Mr. Lubar is the president, a director and a shareholder of Lubar & Co., Incorporated, which is the manager of Lubar Equity Fund, LLC. Mr. Lubar disclaims beneficial ownership of OP units held by Lubar Equity Fund, LLC, except to the extent of his pecuniary interest therein. |
(7) | Mr. Lubar is the president, a director and a shareholder of Lubar & Co., Incorporated. Mr. Lubar disclaims beneficial ownership of OP units held by Lubar & Co., Incorporated, except to the extent of his pecuniary interest therein. |