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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 | ||||||||
| Employee Stock Option (right to buy) | $ 19.92 | 02/14/2008 | A(3) | 181,737 | (3) | 02/14/2018 | Common Stock,.01 par | 181,737 | (3) | 181,737 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| CONSIDINE TERRY 4582 SOUTH ULSTER STREET PARKWAY SUITE 405 DENVER, CO 80237 |
X | X | Chairman & CEO | |
| Terry Considine | 02/19/2008 | |
| **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) | In addition to these shares held directly by the reporting person, (a) 342,197 shares are held by Titahotwo Limited Partnership RLLLP, a registered limited liability limited partnership for which the reporting person serves as the General Partner and holds a 0.5% ownership interest, (b) 150,000 shares are held by Titaho Limited Partnership RLLLP, a registered limited liability limited partnership for which the reporting person's brother is the trustee for the sole general partner and for which the reporting person disclaims any beneficial ownership and (c) 81,079 shares are held Considine Family Foundation, a tax exempt organization under 501(c)(3) of the Internal Revenue Code for which the reporting person disclaims beneficial ownership. |
| (2) | Shares granted by the Compensation Committee of the Board of Directors on February 14, 2008; price column not applicable. Shares constitute performance based restricted stock where by the Company issued restricted common stock (the "HPS" shares) under the terms of the Company's 1998 Stock Incentive Plan. The HPS shares vest based upon the extent, if any, that the total return realized by shareholders exceeds the ten-year average total return of the Equity REIT Index, as reported by the National Association of Real Estate Investment Trusts. The total return for the Company is measured over a three-year period that ends on December 31, 2010. To the extent that shares are not vested as of the final valuation date, such shares are forfeited and are returned to the Company. |
| (3) | Options awarded by the Compensation Committee of the Board of Directors on February 14, 2008; price column not applicable. The options vest equally over five years beginning on the first anniversary of the date of grant. |