o	Preliminary Proxy Statement

o	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

ý	Definitive Proxy Statement

o	Definitive Additional Materials

o	Soliciting Material Pursuant to Section 240.14a-12

ý	No fee required.

o	Fee computed on table below per Exchange Act Rules 14a-6(i)(l) and 0-11.

(1)	Title of each class of securities to which transaction applies:

(2)	Aggregate number of securities to which transaction applies:

(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):

(4)	Proposed maximum aggregate value of transaction:

(5)	Total fee paid:

o	Fee paid previously with preliminary materials.

o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)	Amount previously paid:

(2)	Form, Schedule or Registration Statement No.:

(3)	Filing Party:

(4)	Date Filed:

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1.	To elect three trustees to serve until our 2021 annual meeting of shareholders and thereafter until their successors have been duly elected and qualified (Proposal No. 1);

2.	To approve, in an advisory (non-binding) vote, the compensation of our named executive officers (Proposal No. 2);

3.	To ratify the appointment of Pannell Kerr Forster of Texas, P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2018 (Proposal No. 3);

4.	If properly presented, to vote on a non-binding, advisory shareholder proposal to request the Board of Trustees to take the steps necessary to declassify the Board of Trustees and to require that all trustees stand for election annually and to prohibit the Board of Trustees from taking action to classify the Board of Trustees without shareholder approval (Proposal No. 4); and

5.	To transact such other business that may properly come before the meeting or any adjournment or postponement thereof.

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•	You may send another properly completed proxy card bearing a later date, or submit a later-dated proxy by telephone or via the internet, in a timely manner;

•	You may deliver a written notice of revocation, which must be received prior to or at the Annual Meeting, to our Chief Operating Officer and Corporate Secretary, John J. Dee, at Whitestone REIT, 2600 South Gessner Road, Suite 500, Houston, Texas 77063; or

•	You may attend the Annual Meeting and notify the inspector of election that you wish to revoke your proxy and vote in person. However, your attendance at the Annual Meeting will not, by itself, revoke your proxy.

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1.	Our Board unanimously recommends a vote “FOR” the three trustee nominees nominated by the Board.

2.	Our Board unanimously recommends a vote “FOR” the approval, in an advisory (non-binding) vote, of the compensation of our named executive officers.

3.	Our Board unanimously recommends a vote “FOR” the ratification of the appointment of Pannell Kerr Forster of Texas, P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2018.

4.

Our Board has carefully considered the non-binding shareholder proposal to request the Board to take the steps necessary to declassify the Board and to require that all trustees stand for election annually and to prohibit the Board from taking action to classify the Board without shareholder approval. The Board is not making any recommendation to shareholders as to how to vote their shares with respect to the proposal. The proposal, which is advisory in nature, would constitute a recommendation to the Board if approved by shareholders.

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•

For a trustee nominee to be elected (Proposal No. 1), such nominee must receive the vote of a plurality of all the votes cast at the Annual Meeting, whether in person or by proxy, in respect of his or her election. This means the three nominees receiving the greatest number of “FOR” votes will be elected. As a result of KBS’s expressed intention to nominate three trustee nominees, and proposal to nominate two trustee nominees in its preliminary proxy statement filed on March 28, 2018, in opposition to the three trustee nominees recommended by the Board, we expect there will be five trustee nominees as of April 2, 2018 and only the three trustee nominees receiving the greatest number of “FOR” votes will be elected. Broker non-votes and abstentions will have no impact as they are not counted as votes cast for this purpose, although they will be considered present for the purpose of determining a quorum.

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For the advisory vote on executive compensation (Proposal No. 2) to be approved the proposal must receive the affirmative vote of a majority of all votes cast at the Annual Meeting, whether in person or by proxy (which means the votes cast “FOR” the proposal must exceed the votes cast “AGAINST” the proposal). For purposes of this advisory vote, abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote, although they will be considered present for the purpose of determining a quorum.

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For the ratification of the appointment of our independent registered public accounting firm (Proposal No. 3) to be approved, the proposal must receive the affirmative vote of a majority of all votes cast at the Annual Meeting, whether in person or by proxy (which means the number of votes cast “FOR” the proposal must exceed the number of votes cast “AGAINST” the proposal). In determining whether Proposal No. 3 has received the requisite number of affirmative votes, abstentions and broker non-votes will not be counted as votes cast and will have no impact, although they will be considered present for the purpose of determining a quorum.

•

For the vote on the non-binding shareholder proposal to request the Board to take the steps necessary to declassify the Board and to require that all trustees stand for election annually and to prohibit the Board from taking action to classify the Board without shareholder approval (Proposal No. 4) to be approved, the proposal must receive the affirmative vote of a majority of all votes cast at the Annual Meeting, whether in person or by proxy (which means the votes cast “FOR” the proposal must exceed the votes cast “AGAINST” the proposal). For purposes of this advisory vote, abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote, although they will be considered present for the purpose of determining a quorum. If a shareholder does not specify the manner it wishes to vote or otherwise gives no instruction with respect to Proposal No. 4, such shares will be counted as abstentions.

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•	All trustees attended 100% of Board meetings in 2017;

•	Regular trustee performance assessments;

•	Independent Audit, Compensation and Nominating and Corporate Governance Committees;

•	Regular executive sessions of independent trustees;

•	Risk oversight by full Board and Committees; and

•	Share ownership guidelines for executive officers and trustees.

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•	identifying individuals qualified to become trustees;

•	recommending nominees for committees of our Board; and

•	overseeing matters concerning corporate governance practices.

•	commercial real estate experience;

•	an in-depth knowledge of and working experience in finance or marketing;

•	capital markets or public company experience;

•	university teaching experience in a Master of Business Administration or similar program;

•	experience as a chief executive officer, chief operating officer or chief financial officer of a public or private company; or

•	public or private company board experience.

(1)	As to each individual whom the shareholder proposes to nominate for election or reelection that meets the criteria of serving as a trustee as set forth in the qualifications of trustees section of our bylaws (Article III, Section 3):

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•	all information relating to the proposed nominee that would be required to be disclosed in connection with the solicitation of proxies for the election of the proposed nominee as a trustee in an election contest (even if an election contest is not involved), or

•	would otherwise be required in connection with the solicitation, in each case pursuant to Regulation 14A (or any successor provision) under the Exchange Act and the rules thereunder (including the proposed nominee’s written consent to being named in the proxy statement as a nominee and to serving as a trustee if elected).

(2)	As to any business that the shareholder proposes to bring before the meeting:

•	a description of the business; and

•	the shareholder’s reasons for proposing the business at the meeting and any material interest in the business of the shareholder or any shareholder associated person (as defined in our bylaws), individually or in the aggregate, including any anticipated benefit from the proposal to the shareholder or the shareholder associated person.

(3)	As to the shareholder giving the notice, any proposed nominee and any shareholder associated person:

•

the class, series and number of all common shares or other securities of Whitestone or any of its affiliates (also referred to as Whitestone securities), if any, that are owned (beneficially or of record) by the shareholder, proposed nominee or shareholder associated person, the date on which each Whitestone security was acquired and the investment intent of the acquisition, and any short interest (including any opportunity to profit or share in any benefit from any decrease in the price of common shares or other security) in any Whitestone securities of any person;

•	the record or “street name” holder for, and number of, any Whitestone securities owned beneficially but not of record by the shareholder, proposed nominee or shareholder associated person;

•

whether and the extent to which the shareholder, proposed nominee or shareholder associated person, directly or indirectly (through brokers, nominees or otherwise), is subject to or during the last six months has engaged in any hedging, derivative or other transaction or series of transactions or entered into any other agreement, arrangement or understanding (including any short interest, any borrowing or lending of securities or any proxy or voting agreement), the effect or intent of which is to (i) manage for the Whitestone shareholder, proposed nominee or shareholder associated person the risk or benefit of changes in the price of (x) Whitestone securities or (y) any security of any entity that was listed in the peer group in the share performance graph in the most recent annual report to shareholders of Whitestone or (ii) increase or decrease in the voting power of the shareholder, proposed nominee or shareholder associated person in Whitestone or any affiliate thereof (or, as applicable, in any peer group company) disproportionately to the person’s economic interest in the company securities (or, as applicable, in any peer group company); and

•

any substantial interest, direct or indirect (including, without limitation, any existing or prospective commercial, business or contractual relationship with Whitestone), by security holdings or otherwise, of the shareholder, proposed nominee or shareholder associated person, in Whitestone or any affiliate thereof, other than an interest arising from the ownership of Whitestone’s securities where the shareholder, proposed nominee or shareholder associated person receives no extra or special benefit not shared on a pro rata basis by all other holders of the same class or series.

(4)	As to the shareholder giving the notice, any shareholder associated person with an interest or ownership referred to in paragraphs (2) and (3) above and any proposed nominee:

•	the name and address of the shareholder, as they appear on our share ledger, and the current name and business address, if different, of each shareholder associated person and any proposed nominee;

•	the investment strategy or objective, if any, of the shareholder and each shareholder associated person who is not an individual and a copy of the prospectus, offering memorandum or similar document, if any, provided to investors or potential investors in the shareholder, each shareholder associated person and any proposed nominee; and

•	to the extent known by the shareholder giving the notice, the name and address of any other shareholder supporting the nominee for election or reelection as a trustee or the proposal of other business on the date of the shareholder’s notice.

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•	overseeing our accounting and financial reporting process, the audits of our financial statements; and assisting the Board in its oversight of the following:

•	management’s responsibilities to assure there is in place an effective system of internal controls over financial reporting;

•	the qualifications and independence of our registered public accounting firm;

•	the performance of our registered public accounting firm; and

•	our compliance with our ethical standards, policies, plans and procedures, and applicable laws and regulations.

•	assisting our Board in discharging its responsibilities relating to our overall compensation and benefit structure;

•	producing an annual report on executive compensation for inclusion in our proxy statement in accordance with applicable rules and regulations;

•	reviewing and approving Chief Executive Officer compensation as well as executive officer compensation;

•	annually reviewing and making recommendations to the Board concerning the adoption, terms and operation of the Company’s compensation plans for all trustees, officers and other executives, including incentive compensation and equity-based plans that are subject to board approval; and

•	approving grants and/or awards of restricted shares, share options and other forms of equity-based compensation, and otherwise administer the Company’s equity incentive plans in compliance with applicable tax laws.

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•	Expenditures of over $1.0 million require Board approval;

•	A Board-level Investment Committee that reviews and approves all acquisition and disposition decisions;

•	A limitation on base salary of $100,000 for any employee hired unless the Compensation Committee approves a greater amount; and

•	A compliance policy regarding insider information, disclosure of non-public information and limitation on employee and trustee transactions of our shares.

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(1)	Unless otherwise indicated, the address for each beneficial owner is 2600 South Gessner, Suite 500, Houston, Texas 77063.

(2)

Beneficial ownership is determined in accordance with the rules of the SEC that deem shares to be beneficially owned by any person or group who has or shares voting or investment power with respect to those shares. Unless otherwise indicated, and subject to community property laws where applicable, we believe each beneficial owner has sole voting and investment power over the shares beneficially owned.

(3)

Includes 59,725 restricted common shares and 137,402 units of limited partnership interest in our operating partnership (“OP units”), held by Midwest Development Venture IV, of which Mr. Mastandrea is the general partner and a limited partner, that contain no voting rights and with respect to which Mr. Mastandrea has sole investment power, which are currently redeemable for cash or, at our option, for common shares on a one-for-one basis. Excludes 438,677 restricted common share units issued pursuant to the 2008 Plan that contain no voting or dividend rights and are subject to vesting dependent on our achieving certain performance targets, and 200,000 restricted common share units issued pursuant to the 2008 Plan that contain no voting or dividend rights and are subject to vesting only in the event of a Change in Control (as defined in the 2008 Plan). Also includes 99,509 common shares, 12,504 restricted common shares and 26,316 restricted common share units held by Christine J. Mastandrea, Mr. Mastandrea’s spouse. Mr. Mastandrea disclaims beneficial ownership of shares held by his spouse, except to the extent of his pecuniary interest therein.

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(4)	The total number of common shares outstanding used in calculating Mr. Mastandrea's and Ms. Mastandrea's percentage ownership assumes that all OP units held by Mr. Mastandrea are redeemed for common shares and none of the OP units held by other persons are redeemed for common shares.

(5)

Includes 16,328 restricted common shares and 24,314 restricted common share units. Excludes 77,880 restricted common share units issued pursuant to the 2008 Plan that contain no voting or dividend rights and are subject to vesting dependent on our achieving certain performance targets, and 75,000 restricted common share units issued pursuant to the 2008 Plan that contain no voting or dividend rights and are subject to vesting only in the event of a Change in Control. Also includes 11,137 common shares pledged to secure a margin loan.

(6)

Includes 25,954 restricted common shares and 54,348 restricted common share units. Excludes 201,131 restricted common share units issued pursuant to the 2008 Plan that contain no voting or dividend rights and are subject to vesting dependent on our achieving certain performance targets, and 150,000 restricted common share units issued pursuant to the 2008 Plan that contain no voting or dividend rights and are subject to vesting only in the event of a Change in Control. Also includes 15,490 common shares pledged to secure a margin loan.

(7)

Includes 11,776 restricted common shares and 26,316 restricted common share units. Excludes 117,792 restricted common share units issued pursuant to the 2008 Plan that contain no voting or dividend rights and are subject to vesting dependent on our achieving certain performance targets, and 100,000 restricted common share units issued pursuant to the 2008 Plan that contain no voting or dividend rights and are subject to vesting only in the event of a Change in Control. Also includes 22,509 common shares pledged to secure a margin loan.

(8)

Includes 12,504 restricted common shares and 26,316 restricted common share units. Excludes 123,600 restricted common share units issued pursuant to the 2008 Plan that contain no voting or dividend rights and are subject to vesting dependent on our achieving certain performance targets, and 100,000 restricted common share units issued pursuant to the 2008 Plan that contain no voting or dividend rights and are subject to vesting only in the event of a Change in Control. Also includes 23,292 common shares pledged to secure a margin loan and 636,148 common shares, 59,725 restricted common shares, 114,416 restricted common share units and 201,728 OP Units, which are currently redeemable for cash or, at our option, for common shares on a one-for-one basis, held by James C. Mastandrea, Ms. Mastandrea’s spouse. Ms. Mastandrea disclaims beneficial ownership of shares held by her spouse, except to the extent of her pecuniary interest therein.

(9)	Except as otherwise described herein, none of the shares beneficially owned by our trustees or named executive officers have been pledged as security for an obligation.

(10)	In computing the aggregate number of shares and units beneficially owned and the aggregate percentage ownership by all executive officers and trustees as a group, shares and units beneficially owned by both Mr. Mastandrea and Ms. Mastandrea have not been counted twice.

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(1)	The indicated ownership is based solely upon an amendment to Schedule 13G filed with the SEC by the beneficial owner on January 19, 2018 reporting beneficial ownership as of December 31, 2017. BlackRock, Inc. possessed sole voting power over 5,184,477 common shares and sole dispositive power over 5,291,789 common shares.

(2)

The indicated ownership is based solely upon an amendment to Schedule 13G filed with the SEC by the beneficial owner on February 9, 2018 reporting beneficial ownership as of December 31, 2017. The Vanguard Group, Inc. possessed sole voting power over 43,100 common shares, shared voting power over 4,100 common shares, sole dispositive power over 4,590,600 common shares and shared dispositive power with Vanguard Fiduciary Trust Company and Vanguard Investments Australia, Ltd., wholly-owned subsidiaries, over 42,415 common shares.

(3)

The indicated ownership is based solely upon an amendment to Schedule 13D filed with the SEC by the beneficial owner on March 29, 2018 reporting beneficial ownership as of March 28, 2018. As reported in the amendment to the Schedule 13D, each of KBS SOR Properties LLC, KBS SOR (BVI) Holdings, Ltd., KBS Strategic Opportunity Limited Partnership, KBS Strategic Opportunity REIT, Inc., KBS Capital Advisors LLC, Keith D. Hall and Peter McMillan III possessed sole voting power over 3,768,189 common shares and sole dispositive power over 3,768,189 common shares.

(4)	The indicated ownership is based solely upon an amendment to Schedule 13G filed with the SEC by the beneficial owner on February 2, 2018 reporting beneficial ownership as of December 31, 2017. Vanguard Specialized Funds - Vanguard REIT Index Fund - 23-2834924 possessed sole voting power over 2,594,962 common shares.

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(1)	James C. Mastandrea, our Chairman of the Board and Chief Executive Officer, is not included in the table as he is an employee and thus receives no compensation for his services as a trustee. The compensation received by Mr. Mastandrea is included under "Executive Compensation - Summary Compensation Table" below.

(2)

On December 1, 2017, Messrs. Keating, Lambert and Mahaffey were awarded 3,000 common shares each. Ms. Berry and Messrs. Carter and Khan were awarded 953, 1,077, and 953 common shares, respectively, reflecting a partial year of service on the Board. Ms. Berry, and Messrs. Khan and Lambert were paid a portion of their trustee fees in common shares. The share award amounts represent the grant date fair value of share awards measured in accordance with ASC Topic 718, utilizing the assumptions discussed in Note 15 to our audited financial statements for the year ended December 31, 2017 as included in our Annual Report.

(3)	We do not have a pension plan or non-qualified deferred compensation plan.

(4)	Mr. Carter's term ended at the 2017 annual meeting of shareholders.

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•	No base salary increases were provided to the CEO and CFO for the 4th straight year.

•	The base salaries for these two NEOs were aligned with the market 25th percentile, despite the Company’s compensation philosophy of paying at the 50th percentile for the rest of the organization. All other NEO salaries increased by 2.3%.

•	No bonus was paid to the CEO or CFO for the 4th straight year. A discretionary bonus of $5,000 was paid to the other NEOs.

•	Approval by our Board and our shareholders of our 2018 Plan, which will become effective on July 31, 2018, the day after our current equity incentive plan, the 2008 Plan, expires.

•	The maximum number of common shares and OP units that may be issued to Whitestone employees, pursuant to our long-term equity incentive ownership plan, was reduced from 12.5% of our outstanding shares under our 2008 Plan to 3,433,831 common shares and OP units (approximately 8.5% of common shares and OP Units outstanding as of March 1, 2018), under our 2018 Plan.

•	Our 2018 Plan eliminates the share reload or “evergreen” feature in our 2008 Plan.

•	2017 equity award fair values for our CEO and CFO were $1,000,000 and $475,000 respectively. These award values represent an approximate 70% decrease from the 2016 equity award fair values.

•	Total long-term incentive award values for the NEOs were below the peer group 50th percentile.

•	Adoption of relative TSR as the performance measure for vesting of the restricted share units awarded to NEOs in 2017.

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•	Grew total occupancy, including operating properties, development properties, and consolidated partnership properties by 120 basis points to 88.0%

•	Grew annualized base rent per leased square foot by 8.6% to $18.82

•	20.6% increase in revenues

•	Net income attributable to Whitestone REIT of $1.9 million and $0.05 per share

•	19.2% increase in net operating income (“NOI”)

•	Same store NOI growth in wholly-owned portfolio of 2.6% and 1.4% including consolidated partnership.

•	29.6% increase in funds from operations (“FFO”) to $35.0 million

•	19.6% increase in FFO Core to $47.1 million compared to $39.4 million in 2016

•	$205.8 million in property acquisitions

•	$17.6 million in improvements to properties and new development

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(1)

Excludes 200,000, 75,000, 150,000, 100,000 and 100,000 restricted common share unit awards under the 2008 Plan, granted to James C. Mastandrea, John J. Dee, David K. Holeman, Bradford D. Johnson and Christine J. Mastandrea in 2017, respectively, which only vest immediately prior to the consummation of a Change in Control (as defined in the 2008 Plan) that occurs on or before September 30, 2024 (“CIC Units”). Continued employment is required through the vesting date. If a Change in Control does not occur on or before September 30, 2024, the CIC Units shall be immediately forfeited.

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•	Corporate performance;

•	Business unit (functional area) performance; and

•	Individual performance.

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(1)

Includes 80,841, 17,179, 38,399, 18,593 and 18,593 TSR Units, awarded to James C. Mastandrea, John J. Dee, David K. Holeman, Bradford D. Johnson and Christine J. Mastandrea, respectively. The grant date fair value for each TSR Unit of $12.37 was determined using the Monte Carlo simulation method and is being recognized as share-based compensation expense ratably from the September 30, 2017 grant date to the end of the performance period, December 31, 2019. The Monte Carlo simulation model utilizes multiple input variables that determine the probability of satisfying the market condition stipulated in the award grant and calculates the fair value of the award. Expected volatilities utilized in the model were estimated using a historical period consistent with the performance period of approximately three years. The risk-free interest rate was based on the United States Treasury rate for a term commensurate with the expected life of the grant. Also includes the award of 5,000 FFO Units to each of John J. Dee, Bradford D. Johnson and Christine J. Mastandrea. The grant date fair value for each FFO Unit of $12.53 was determined in accordance with ASC Topic 718, utilizing the assumptions discussed in Note 15 to our audited financial statements for the year ended December 31, 2017 as included in our Annual Report filed with the SEC on March 6, 2018.

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•	Public real estate companies structured as equity REITs that own, invest, manage and develop real estate assets similar to us through an integrated and self-managed operating platform;

•	Companies of similar size as our company measured by market capitalization (implied market capitalization and total capitalization), gross leasable area (square feet), number of properties and number of employees; and

•	Companies that report a range of performance results (FFO and FFO per share) that are comparable to those of our Company.

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(1)	Represents restricted common share unit awards granted on March 16, 2018 under the 2008 Plan, which vest in equal installments over three years from the grant date.

(2)

Represents TSR Units to be granted in 2018 under the 2018 Plan, the vesting of which is contingent upon achieving TSR relative to the peer group defined in the TSR Unit award agreements over a three-year performance period from January 1, 2018 through December 31, 2020. At the end of the performance period, the number of common shares awarded for each vested TSR Unit will vary from 0% to 200% depending on the Company's TSR Peer Group Ranking. Continued employment will be required through the vesting date.

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•	Longnecker has not provided and will not provide any other services to the Company other than compensation consulting services.

•	The fees paid to Longnecker by the Company were less than 1% of Longnecker's total revenue for the year.

•	Longnecker has developed and provided to the Company a Conflict of Interest Policy.

•	There are no business or personal relationships between Longnecker and any member of the Compensation Committee or any executive officer of the Company.

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(1)	Base salary paid in 2017, 2016 and 2015.

(2)

Represents the grant date fair value of 200,000, 75,000, 150,000, 100,000 and 100,000 CIC Units to Messrs. Mastandrea, Dee, Holeman and Johnson and Ms. Mastandrea, respectively, 80,841, 17,179, 38,399, 18,593 and 18,593 TSR Units to Messrs. Mastandrea, Dee, Holeman and Johnson and Ms. Mastandrea, respectively, and 5,000 FFO Units each to Messrs. Dee and Johnson and Ms. Mastandrea. The CIC Units only vest immediately prior to the consummation of a Change in Control (as defined in the 2008 Plan) that occurs on or before September 30, 2024. The Company considers a Change in Control on or before September 30, 2024 to be improbable, and no expense has been recognized for the CIC Units. Based upon the probable outcome of a Change of Control on the grant date of the CIC Units, the aggregate grant date fair value of the CIC Units disclosed in the table is $0. Maximum performance under the CIC Units would result in a grant date fair value of $2,610,000, $978,750, $1,957,500, $1,305,000 and $1,305,000 to Messrs. Mastandrea, Dee, Holeman and Johnson and Ms. Mastandrea, respectively. The grant date fair values disclosed in the table were calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification, or ASC, Topic 718, “Compensation-Stock Compensation,” utilizing the assumptions discussed in Note 15 to our audited financial statements for the year ended December 31, 2017 as included in our Annual Report filed with the SEC on March 6, 2018 and are based on performance at target. The FFO Units were granted under the 2008 Plan in 2017, the vesting of which is contingent upon achievement of two performance targets, each weighted 50%, and the passage of time. The two performance targets are cumulative FFO, as measured from January 1, 2014 to December 31, 2018, of $118 million and $164 million. Upon achievement of the individual goals, the FFO Units convert to time-based restricted common shares and vest in equal installments over four quarters after the performance target has been achieved. Maximum performance under the TSR Units and FFO Units would result in a grant date fair value of $2,000,000, $487,658, $950,000, $522,650 and $522,650 to Messrs. Mastandrea, Dee, Holeman and Johnson and Ms. Mastandrea, respectively.

(3)	Represents (a) the incremental cost of a Whitestone automobile not used exclusively for business purposes, (b) matching contributions under our 401(k) plan, and (c) health insurance.

(4)	Represents (a) the incremental cost of a Whitestone automobile not used exclusively for business purposes, and (b) matching contributions under our 401(k) plan.

(5)	Represents matching contributions under our 401(k) plan.

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(1)	Represents restricted common share awards granted under the 2008 Plan which vest in 50% increments upon achievement of cumulative FFO, as measured from January 1, 2014 to December 31, 2018, of $118 million and $164 million. If an individual performance target is not achieved by December 31, 2018, 50% of the restricted common shares shall be immediately forfeited.

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(2)

Represents restricted share units granted under the 2008 Plan that could be earned based on achievement of two performance targets, each weighted 50%, and the passage of time. The two performance targets are cumulative FFO, as measured from January 1, 2014 to December 31, 2018, of $118 million and $164 million. Upon achievement of each individual performance target, 50% of the restricted share units convert to time-based restricted common shares and vest in equal installments over the four quarters following the achievement of the performance target. If an individual performance target is not achieved by December 31, 2018, 50% of the restricted common share units shall be immediately forfeited.

(3)	Represents time-based restricted common shares granted under the 2008 Plan, based on the achievement of the $79 million FFO target, which vest on March 31, 2018.

(4)	Represents CIC Units granted under the 2008 Plan, which only vest immediately prior to the consummation of a Change in Control (as defined in the 2008 Plan) that occurs on or before September 30, 2024.

(5)

Represents restricted common share unit awards granted under the 2008 Plan, whose vesting is contingent upon achieving TSR relative to the peer group defined in the TSR Unit award agreements over a three-year performance period beginning on January 1, 2017 and ending on December 31, 2019. At the end of the performance period, the number of common shares awarded for each vested TSR Unit will be a multiple of 2.0, 1.5, 1.0, 0.5 or 0 for ranking in the Company's TSR Peer Group of 90th percentile, 75th percentile, 50th percentile, 35th percentile or below the 35th percentile, respectively. Continued employment is required through the vesting date.

(6)	Market values are based on the December 29, 2017 closing price of $14.41 per share.

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(1)	Shares vested on March 31, 2017, June 30, 2017, September 30, 2017 and December 31, 2017.

(2)	Based on the closing price of common shares of $13.84, $12.24, $13.05 and $14.41 on March 31, 2017, June 30, 2017, September 30, 2017 and December 31, 2017, respectively.

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•	any person or entity, including a “group” as defined in Section 13(d)(3) of the Exchange Act, other than us or one of our wholly-owned subsidiaries or any employee benefit plan of us or any of our subsidiaries, becomes the beneficial owner of 35% or more of the combined voting power of our outstanding securities that may be cast for the election of our trustees;

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as the result of, or in connection with, any cash tender or exchange offer, merger or other business combination or contested election, less than a majority of the voting power of our outstanding securities or any successor company or entity entitled to vote generally in the election of our trustees or other corporation or entity after such transaction is held in the aggregate by our security holders entitled to vote generally in the election of our trustees immediately prior to such transaction;

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during any period of two consecutive years, individuals who at the beginning of that period constitute our Board cease for any reason to constitute at least a majority thereof, unless the election, or the nomination for election by our shareholders, of each of our trustees first elected during that period was approved by a vote of at least two-thirds of our trustees then still in office who were (a) our trustees at the beginning of that period, and (b) not initially (1) appointed or elected to office as a result of either an actual or threatened election and/or proxy contest by or on behalf of a person other than our Board, or (2) designated by a person who has entered into an agreement with us to effect a transaction described in the first two bullet points above or the following two bullet points below;

•	our complete liquidation or dissolution;

•	the sale or other disposition of all or substantially all of our assets to any person; or

•	with respect to award agreements for Messrs. Mastandrea, Dee and Holeman only, a termination of our Chief Executive Officer without cause, excluding non-appealable determinations by a court of law for fraud, gross negligence, or willful neglect, which would be considered termination for cause.

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(1)

Fees for audit services billed in 2017 and 2016 included the following: (i) audits of our annual financial statements and the effectiveness of our internal controls over financial reporting and audits of all related financial statements required to be audited pursuant to regulatory filings; (ii) reviews of unaudited quarterly financial statements; and (iii) services related to the issuance of consents and other services related to SEC matters.

(2)	Fees billed primarily related to the filing of our registration statements with the SEC.

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