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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 | ||||||||
Partnership Units | (2) | 11/02/2004 | J(4) | 15,543,503 | (2) | (2) | Common Shares | 15,543,503 | (2) (4) | 15,543,503 | D | ||||
Partneship Units | (2) | 11/02/2004 | J(5) | 1,315,791 | (2) | (2) | Common Shares | 1,315,791 | (2) (5) | 1,315,791 | I | See Footnote (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Holloway Gary M C/O GMH COMMUNITIES TRUST 10 CAMPUS BOULEVARD NEWTOWN SQUARE, PA 19073 |
X | Pres.,CEO& Bd. Trustees Chrmn. |
/s/ Theresa Miller, attorney-in-fact for Gary M. Holloway, Sr. | 11/04/2004 | |
**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) | In connection with the closing of the initial public offering of GMH Communities Trust, these 1000 common shares, which were originally issued as founder's shares upon formation of the entity, were canceled. |
(2) | Pursuant to Section 8.04 of the Second Amended and Restated Agreement of Limited Partnership of GMH Communities, LP, units of the operating partnership held by Mr. Holloway may be redeemed, subject to certain conditions, for common shares of GMH Communities Trust on a one-for-one basis, subject to adjustments for stock splits, dividends, recapitalizations and similar events, or for a cash amount equal to the value of common shares for which the units would otherwise be redeemed. |
(3) | The units are held through multiple entities affiliated with Mr. Holloway, each of which is 100% owned by Mr. Holloway. |
(4) | The units were acquired in connection with the contribution of various assets owned by Mr. Holloway to GMH Communities, LP, the operating partnership of GMH Communities Trust. |
(5) | The units were acquired in connection with the contribution of various assets owned by entities affiliated with Mr. Holloway to GMH Communities, LP. |