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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 | ||||||||
| Units of limited partnership of Partnership (1) | $ 20.649 (2) | 05/02/2007 | M(3) | 8,250 (3) | 12/01/2006 | 06/30/2010 | Common Shares | 16,500 (3) | (2) | 11,000 | I | By Spouse (4) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| DEAN DAVID M 777 MAIN STREET SUITE 2100 FORT WORTH, TX 76102 |
Managing Director, Law | |||
| David M. Dean | 05/04/2007 | |
| **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) | Crescent Real Estate Equities Limited Partnership ("Partnership") |
| (2) | Average of the New York Stock Exchange ("NYSE") Closing Price for Crescent Real Estate Equities Company (the "Company") Common Shares for the 10 consecutive trading days immediately preceding the Exercise Date |
| (3) | On 5/2/07, the Reporting Person's Spouse elected to redeem 8,250 Units of the Partnership, which represents a portion granted pursuant to the '04 Partnership Long-Term Incentive Plan. Of the initial grant, 20% vest when trailing 40 trading day closing sale price average ("Average Close") equals or exceeds $19; 20% when Average Close equals or exceeds $20; 20% when Average Close equals or exceeds $21; 20% when Average Close equals or exceeds $22.50; and 20%, when Average Close equals or exceeds $24. On 12/1/06, vested Units became exchangeable for cash equivalent to market value of two Common Shares of Issuer stock, or at discretion of Issuer, but subject to shareholder approval, for two Common Shares of Issuer stock, subject to normal antidution adjustments. Of the Units, 2,750; 2,750; & 2,750 became vested on 8/3/05; 11/25/05; & 3/10/06, respectively, & became exercisable on 12/1/06. Upon Redemption, the Reporting Person's spouse recieved cash in lieu of Common Shares. |
| (4) | Reporting Person acquired beneficial ownership of the securities as a result of his marriage to their owner on 4/8/00. Reporting Person disclaims beneficial ownership of all securities held by spouse; this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or any other purpose. |