Archstone Smith Trust - Statement of Changes in Beneficial Ownership (4)
October 05 2007 - 4:32PM
Edgar (US Regulatory)
FORM 4
[
X
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Brower Caroline
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2. Issuer Name
and
Ticker or Trading Symbol
ARCHSTONE SMITH TRUST
[
ASN
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Executive VP and Gen Counsel
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(Last)
(First)
(Middle)
9200 E PANORAMA CIRCLE, SUITE 400
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3. Date of Earliest Transaction
(MM/DD/YYYY)
10/5/2007
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(Street)
ENGLEWOOD, CO 80112
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Shares of Beneficial Interest
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10/5/2007
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A
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15000
(1)
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A
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$0
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33504
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D
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Common Shares of Beneficial Interest
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10/5/2007
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D
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33504
(2)
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D
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$60.75
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0
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D
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Common Shares of Beneficial Interest
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10/5/2007
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D
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123
(3)
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D
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$60.75
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0
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I
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Held in 401(k) Plan
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Common Shares of Beneficial Interest
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10/5/2007
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D
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30
(4)
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D
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$60.75
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0
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I
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Held in Deferred Compensation Plan
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Option-to-Buy
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$19
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10/5/2007
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D
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15789
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(5)
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12/4/2009
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Common Shares
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15789
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$41.75
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0
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D
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Option-to-Buy
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$25.72
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10/5/2007
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D
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9469
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(6)
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12/4/2011
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Common Shares
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9469
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$35.03
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0
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D
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Option-to-Buy
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$23.09
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10/5/2007
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D
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7503
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(7)
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12/3/2012
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Common Shares
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7503
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$37.66
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0
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D
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Dividend Equivalent Units
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(8)
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10/5/2007
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D
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6444
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(8)
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(8)
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Common Shares
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6444
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(8)
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0
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D
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Explanation of Responses:
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(
1)
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Represents performance units issued under the Issuer's Special Long-Term Incentive Program, subject to three-year performance period running from 2006-2009. Pursuant to a merger agreement between Issuer and affiliates of Tishman Speyer Real Estate Venture VII, L.P. and Lehman Brothers Holdings Inc. (the "Merger Agreement"), such units became fully vested and free of any forfeiture restrictions, and were each considered an outstanding common share for purposes of the Merger Agreement. In connection with the the merger, the units were cancelled in exchange for a cash payment of $60.75 per unit.
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(
2)
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Direct total includes 4,947 common shares, the 15,000 performance units and 13,557 Restricted Stock Units, all of which were disposed of in the merger for $60.75 per share.
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(
3)
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Shares held in Issuer's 401(k) Plan, disposed of pursuant to the Merger Agreement, and cancelled in exchange for the cash merger consideration of $60.75 per share.
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(
4)
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Shares held in Issuer's Deferred Compensation Plan, disposed of pursuant to the Merger Agreement, and cancelled in exchange for the cash merger consideration of $60.75 per share.
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(
5)
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This option, which is fully vested, was cancelled pursuant to the Merger Agreement in exchange for a cash payment of $659,191, representing the difference between the exercise price of the option and the cash merger consideration of $60.75 ($41.75 per share).
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(
6)
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This option, which is fully vested, was cancelled pursuant to the Merger Agreement in exchange for a cash payment of $331,699, representing the difference between the exercise price of the option and the cash merger consideration of $60.75 ($35.03 per share).
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(
7)
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This option, which is fully vested, was cancelled pursuant to the Merger Agreement in exchange for a cash payment of $282,563, representing the difference between the exercise price of the option and the cash merger consideration of $60.75 ($37.66 per share).
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(
8)
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Represents outstanding Dividend Equivalent Units ("DEUs") awarded under Issuer's Long-Term Incentive Plan. DEUs accrue on certain option and Restricted Stock Unit grants and vest at the same rate as the underlying grant. Upon settlement DEUs convert to shares of ASN common stock on a 1 to 1 basis. DEUs have no expiration date. Pursuant to the Merger Agreement all DEUs became fully vested at the time of the merger and were cancelled in exchange for a cash payment of $60.75 per unit.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Brower Caroline
9200 E PANORAMA CIRCLE, SUITE 400
ENGLEWOOD, CO 80112
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Executive VP and Gen Counsel
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Signatures
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Thomas S. Reif, Attorney-in-Fact on behalf of Caroline Brower
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10/5/2007
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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