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Washington, D.C. 20549

CAPITAL AUTOMOTIVE REIT

(Name of Issuer)

Common Shares of Beneficial Interest

(Title of Class of Securities)

139733-10-9

(CUSIP Number)

December 16, 2005

(Date of Event Which Requires Filing of this Statement)

 

 

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Item 1(a)		Name of Issuer:
		Capital Automotive REIT (the “Issuer”)
Item 1(b)		Address of Issuer’s Principal Executive Offices:
		8270 Greensboro Drive, Suite 950,
		McLean, Virginia 22102
Item 2(a)		Name of Person Filing:
		John J. Pohanka
		Pohanka Grandchildren Trust
		Pohanka Properties, Inc.
		Pohanka Imports, Inc.
Item 2(b)		Address of Principal Business Office or, if none, Residence:
		4601 St. Barnabas Road
		Marlow Heights, Maryland 20748
Item 2(c)		Citizenship:
		Item 4 on each of Pages 2 through 5 is incorporated herein by reference.
Item 2(d)		Title of Class of Securities:
		Common Shares of Beneficial Interest (“Common Shares”)
Item 2(e)		CUSIP Number
		139733-10-9
Item 3		If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

o		(a)		Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
o		(b)		Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
o		(c)		Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c)

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o		(d)		Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8)
o		(e)		An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
o		(f)		An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
o		(g)		A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
o		(h)		A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
o		(i)		A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
o		(j)		Group, in accordance with §240.13d-1(b)(1)(ii)(J):

Item 4		Ownership

     Effective December 16, 2005, CA Acquisition REIT, a wholly-owned subsidiary of Flag Fund V LLC, was merged with and into the Issuer, with the Issuer continuing as the surviving REIT with all of the Common Shares owned by Flag Fund V LLC (the “Merger”). Prior to the Merger, John J. Pohanka beneficially owned 1,247,353 Common Shares which represented 2.64% of the number of Common Shares outstanding, as reported in the Issuer’s Schedule 14A dated November 9, 2005. John J. Pohanka had sole voting and investment power directly over currently exercisable options for 20,001 Common Shares. The balance of the Common Shares and units of the Issuer’s operating partnership (the “Units”) were held as follows: 5,250 Common Shares held by Pohanka Grandchildren Trust, 439,239 Common Shares and 774,462 Units held by Pohanka Properties, Inc. and 8,400 Common Shares held by Pohanka Imports, Inc. The Pohanka Grandchildren Trust, of which John J. Pohanka is the Trustee, had sole voting and investment power over its 5,250 common shares. Pohanka Properties, Inc., of which John J. Pohanka is President, had sole voting and investment power over its 439,239 Common Shares. Pohanka Properties, Inc. shared investment power with John J. Pohanka over the 774,462 Units. Pohanka Imports, Inc., of which John J. Pohanka is the President, had sole voting and investment power over its 8,400 Common Shares. Following the Merger and as of December 19, 2005, each of the Reporting Persons beneficially owns no Common Shares.

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Item 4(a)		Amount Beneficially Owned:
		0
Item 4(b)		Percent of Class:
		0
Item 4(c)		Number of shares as to which such person has:
(i)		sole power to vote or to direct the vote
		0
(ii)		shared power to vote or to direct the vote
		Not applicable.
(iii)		sole power to dispose or to direct the disposition of
		0
(iv)		shared power to dispose or to direct the disposition of
		Not applicable.
Item 5		Ownership of Five Percent or Less of a Class: If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x.
Item 6		Ownership of More than Five Percent on Behalf of Another Person:
		Not applicable.
Item 7		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:
		Not applicable.
Item 8		Identification and Classification of Members of the Group:
		Not applicable.
Item 9		Notice of Dissolution of Group:
		Not applicable.

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Item 10		Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: December 19, 2005		/s/ John J. Pohanka
		John J. Pohanka
Dated: December 19, 2005		/s/ Pohanka Grandchildren Trust
		John J. Pohanka, Trustee
Dated: December 19, 2005		Pohanka Properties, Inc.
		By: /s/ John J. Pohanka
		John J. Pohanka
		President
Dated: December 19, 2005		Pohanka Imports, Inc.
		By: /s/ John J. Pohanka
		John J. Pohanka
		President