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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 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) | $ 24.69 | 01/03/2011 | M | 152,672 | (7) | 05/22/2011 | Common Stock | 152,672 | (4) | 2,332,238 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MOGHADAM HAMID R C/O AMB PROPERTY CORPORATION PIER 1, BAY 1 SAN FRANCISCO, CA 94111 |
X | Chairman & CEO |
/s/ Tamra Browne, pursuant a power of attorney dated 05/12/2008 | 01/04/2011 | |
**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) | All transactions covered by this Form 4 were conducted pursuant to and in accordance with a 10b5-1 plan dated November 1, 2010. Reporting person elected to defer the gains from the stock option exercise reported on this Form 4 into the Amended and Restated AMB Nonqualified Deferred Compensation Plan (the "Plan"). In connection with this election, reporting person exercised the option via a stock-for-stock exercise. The deferral of the resulting gains was credited to the reporting person's account in the form of an equivalent number of stock units, each of which represents the reporting person's right to receive a share of AMB common stock upon distribution of his account. Distribution will occur upon retirement, death, other termination of employment or disability, upon AMB's change of control or on such other date as the reporting person elects. |
(2) | These shares were exchanged with AMB in a stock-for-stock swap transaction to pay for the aggregate exercise price of the options ($ 3,769,471.68 ) pursuant to the Plan. |
(3) | Solely a change in the form of ownership. |
(4) | Not applicable. |
(5) | Of the 3,294,278 securities beneficially owned, 239,188 shares are directly owned (D), 1,522,108 securities are indirectly held (I) through a Trust FBO reporting person with reporting person and spouse as sole trustees, 131,776 securities are indirectly held (I) through the HRM Trust 1997, U/A/D June 17, 1997 and 1,401,206 securities are indirectly held (I) through a rabbi trust pursuant to the Amended and Restated AMB Nonqualifed and Deferred Compensation Plan. |
(6) | The stock units are held indirectly through a rabbi trust pursuant to the Plan. |
(7) | The shares subject to the option vested fully on the date of grant, January 1, 2004. |