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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Inland American Real Estate Trust, Inc. 2901 BUTTERFIELD ROAD OAK BROOK, IL 60523 |
X | |||
GOODWIN DANIEL L 2901 BUTTERFIELD ROAD OAK BROOK, IL 60523 |
X | |||
PARKS ROBERT D 2901 BUTTERFIELD ROAD OAK BROOK, IL 60523 |
X |
INLAND AMERICAN REAL ESTATE TRUST, INC., BY /s/ Brenda G. Gujral, President | 03/06/2008 | |
**Signature of Reporting Person | Date | |
DANIEL L. GOODWIN /s/ Daniel L. Goodwin | 03/06/2008 | |
**Signature of Reporting Person | Date | |
ROBERT D. PARKS /s/ Robert D. Parks | 03/06/2008 | |
**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) | The reported shares are owned directly by Inland American. Mr. Goodwin and Mr. Parks disclaim beneficial ownership of the shares beneficially owned by Inland American except to the extent of their respective ownership of shares of Inland American stock. |
(2) | The reported shares are owned directly by Mr. Parks. |
Remarks: To obtain a waiver of the 9.9% common stock ownership limitation in the issuer's charter, Inland American Real Estate Trust, Inc. ("Inland American") and Inland Investment Advisors, Inc. ("Adviser") and two affiliates of Adviser have entered into a Voting Agreement with the issuer dated 02/13/2008. This Voting Agreement is attached as Exhibit 7.4 to the Schedule 13D filed by Inland American and other reporting persons with the SEC on 2/14/2008. There is no written or express agreement between or among any of Inland American, Mr. Goodwin and Mr. Parks to acquire, hold, vote or dispose of the issuer's securities. In accordance with the perceived statutory purpose of Section 13(d) to inform investors as to accumulations of an issuer's securities and because of the relationships among the Reporting Persons described in this Form 4, the Reporting Persons have filed this Form 4 jointly. Adviser and Inland American are separate legal entities. Adviser manages discretionary accounts for Inland American, Mr. Goodwin and Mr. Parks, among other clients. An investment committee comprised of three members of the board of Adviser oversees the overall investment strategy and decisions made with respect to the accounts it manages, within the respective investment guidelines provided to it by its clients. Mr. Goodwin and Mr. Parks are members of this investment committee. Mr. Goodwin manages the day-to-day operations of Adviser. Mr. Goodwin and Mr. Parks directly and indirectly own shares of Inland American. Mr. Parks is a director and Chairman of the Board of Inland American. |