Edgar Filing: WEIDHORN PETER J

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 ^*

WEIDHORN PETER J

2. Issuer Name and Ticker or Trading Symbol
BNP RESIDENTIAL PROPERTIES INC [BNP]

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)

C/O BNP RESIDENTIAL PROPERTIES, 301 S. COLLEGE STREET, SUITE 3850

3. Date of Earliest Transaction (Month/Day/Year)
11/14/2005

(Street)

CHARLOTTE, NC 28202

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $0.01 par value	11/14/2005		M		454,545	A	$ 11 ⁽¹⁾	455,545	D
Common Stock, $0.01 par value	11/15/2005		P⁽²⁾		1,673	A	$ 14.94	457,218	D
Common Stock, $0.01 par value	11/15/2005		P⁽²⁾		1,673	A	$ 14.94	8,873	I	Owned by entities of which Mr. Weidhorn is a partner or member.

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

Preferred stock, $0.01 par value

$ 11

11/14/2005

909,090 ⁽⁴⁾

12/28/2004

⁽³⁾

Common Stock, $0.01 par value

909,090 ⁽⁴⁾

$ 11

Owned by Preferred Investment I, LLC, of which Mr. Weidhorn is a member.

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
WEIDHORN PETER J C/O BNP RESIDENTIAL PROPERTIES 301 S. COLLEGE STREET, SUITE 3850 CHARLOTTE, NC 28202	X

Signatures

Peter J. Weidhorn		11/15/2005
^**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)	In accordance with the provisions of the company's charter provisions governing the Series B Preferred Stock, the company issued common stock in exchange for the preferred stock on a one-for-one basis. The original purchase price per share of the preferred stock was $11.00.
(2)	Shares purchased on 11/15/05 were purchased through the company's Dividend Reinvestment and Stock Purchase Plan.
(3)	This was convertible preferred stock and could be converted any time after 12/28/04 and could be converted for as long as it was outstanding.
(4)	The preferred stock was owned by Preferred Investment I, LLC. Upon conversion, at the direction of Preferred Investment I, LLC, the common stock was issued in equal amounts to two members of the LLC, only one of which is a reporting person under Section 16.

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