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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 | ||||||||
| Limited Partnership Units | (5) | 10/01/2005 | (6) | Common Stock | 17,144 | 17,144 | I | By SciMed Prop III Inc. | |||||||
| Limited Partnership Units | (5) | 10/01/2005 | (6) | Common Stock | 161,894 | 161,894 | I | By SunMar Investments, Inc. | |||||||
| Limited Partnership Units | (5) | 04/29/2009 | C(1) | 25,000 | 10/01/2005 | (6) | Common Stock | 25,000 | $ 0 (7) | 1,116,742 | D | ||||
| Limited Partnership Units | (5) | 04/30/2009 | C(1) | 25,000 | 10/01/2005 | (6) | Common Stock | 25,000 | $ 0 (7) | 1,091,742 | D | ||||
| LTIP Units (8) | (8) | (9) | (10) | Common Stock | 110,000 | 110,000 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Gold Alan D 17190 BERNARDO CENTER DRIVE SAN DIEGO, CA 92128 |
X | Chairman and CEO | ||
| Jonathan P. Klassen, Attorney-in-Fact | 05/01/2009 | |
| **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) | The reporting person redeemed 25,000 Limited Partnership Units of BioMed Realty, L.P. (the "Operating Partnership"), which BioMed Realty Trust, Inc. (the "Company") elected to redeem in shares of common stock of the Company. Limited Partnership Units of the Company may be redeemed for cash in an amount equal to the then fair value of an equal number of shares of common stock or converted into an equal number of shares of common stock, as determined by the Company. |
| (2) | The shares covered by this Form 4 have been sold pursuant to a Rule 10b5-1 trading plan entered into by the reporting person on February 19, 2009. |
| (3) | Reflects multiple sales transactions at share prices ranging from $11.00 to $11.20. Upon request by the Securities and Exchange Commission staff, the Company or a security holder of the Company, information shall be provided regarding the number of shares sold at each price. |
| (4) | Reflects multiple sales transactions at share prices ranging from $11.50 to $11.76. Upon request by the Securities and Exchange Commission staff, the Company or a security holder of the Company, information shall be provided regarding the number of shares sold at each price. |
| (5) | Limited Partnership Units in the Operating Partnership. Limited Partnership Units are redeemable for cash based upon the fair market value of an equivalent number of shares of common stock of the Company, or, at the election of the Company, shares of the Company's common stock on a 1-for-1 basis. |
| (6) | The Limited Partnership Units have no expiration date. |
| (7) | The Limited Partnership Units were received in exchange for the direct or indirect contribution to the Operating Partnership of certain partnership, membership or ownership interests in certain partnerships, limited liability companies and corporations which own, directly or indirectly, certain properties in California. |
| (8) | Profits interest units of the Operating Partnership. The LTIP Units are subject to time-based restrictions. |
| (9) | The LTIP units are subject to time-based restrictions. Upon the occurrence of certain "triggering events," the LTIP Units can overt time achieve full parity with common units of the Operating Pertnership for all purposes, and therefore accrete to an economic value equivalent to one share of common stock of the Company on a one-for-one basis. If such parity is reached, vested LTIP Units convert to common units of the Operating Partnership and then may be redeemed for cash in an amount equal to the then fair value of an equal number of shares of common stock or converted into an equal number of shares of common stock, as determined by the Company. |
| (10) | The LTIP Units do not have an expiration date. |