Edgar Filing: MULVIHILL JAMES R

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

MULVIHILL JAMES R

2. Issuer Name and Ticker or Trading Symbol
DCT Industrial Trust Inc. [DCT]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

518 17TH STREET, SUITE 1700

3. Date of Earliest Transaction (Month/Day/Year)
12/16/2008

(Street)

DENVER, CO 80202

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Common Units

⁽¹⁾

12/16/2008

X⁽²⁾⁽³⁾⁽⁴⁾

159,259

⁽¹⁾

Common Stock

159,259

$ 9 ⁽²⁾ ⁽³⁾ ⁽⁴⁾

1,026,462

By Mulvihill Family LLC ⁽⁵⁾

Put Option (Right to Sell)

$ 9 ⁽²⁾ ⁽³⁾ ⁽⁴⁾

12/16/2008

X⁽²⁾⁽³⁾⁽⁴⁾

159,259

06/06/2008

⁽²⁾⁽³⁾⁽⁴⁾

Common Stock

159,259

$ 0 ⁽²⁾ ⁽³⁾ ⁽⁴⁾

By Mulvihill Family MRP III LLC ⁽⁵⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MULVIHILL JAMES R 518 17TH STREET SUITE 1700 DENVER, CO 80202	X

Signatures

Stephen K. Schutte, Attorney-in-Fact		12/18/2008
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	Represents common units ("Common Units") of limited partnership interest in DCT Industrial Operating Partnership LP, of which the Issuer is the general partner. Each Common Unit may be presented for redemption at the election of the holder at any time, for cash equal to the fair market value of a share of the Issuer's Common Stock, except that the Issuer may, at its election, acquire each Common Unit so presented for one share of Common Stock. There is no stated expiration date for this redemption right.
(2)	Represents the exercise of the remaining portion of the put option contained in the Transaction Agreement (described below) pursuant to which Mulvihill Family LLC put 159,259 Common Units to a third party in exchange for equity interests in private entities having an estimated value of $1,433,333. Mulvihill Family MRP III LLC is a party to a Transaction Agreement dated as of June 6, 2008 (the "Transaction Agreement") pursuant to which Mulvihill Family MRP III LLC has the right to purchase equity interests in a number of private entities from a third-party seller in exchange for, at the election of Mulvihill Family MRP III LLC, $1,933,333 in cash or Common Units with a value of $1,933,333.
(3)	Under the Transaction Agreement, the Common Units were to be valued based on the market price of the Issuer's Common Stock, subject to a minimum value of $9.00 per unit and an agreed upon maximum value per unit. The put option contained in the Transaction Agreement could have been terminated by the counterparty if it was not exercised by December 16, 2008. Prior to December 16, 2008, a portion of the put option was exercised, and Mulvihill Family LLC put Common Units to a third party in exchange for equity interests in a number of private entities having an estimated value of $500,000.
(4)	On December 16, 2008, the remaining portion of the put option was exercised and Mulvihill Family LLC put 159,259 Common Units to a third party (valued at the minimum price per unit of $9.00 established in the Transaction Agreement) in exchange for equity interests in private entities having an estimated value of $1,433,333. Each Common Unit may be presented for redemption at the election of the holder, for cash equal to the fair market value of a share of the Issuer's Common Stock, except that the Issuer may, at its election, acquire each Common Unit so presented for one share of Common Stock.
(5)	James R. Mulvihill is the sole manager of Mulvihill Family LLC and Mulvihill Family MRP III LLC.

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