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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 Operating Partnership (3) | (4) | (5) | (6) | Common Shares | 1,660,410 | 830,205 | D | ||||||||
| Units of limited partnership of Operating Partnership (3) | (4) | (5) | (6) | Common Shares | 152,560 | 76,280 | I | By GFLP (7) | |||||||
| Employee Stock Option (Right to Buy) | $ 15.8125 | (8) | 11/04/2009 | Common Shares | 400,000 | 400,000 | D | ||||||||
| Option (Right to Buy) | $ 31.625 | (9) | 11/04/2009 | Units | 100,000 | 100,000 | D | ||||||||
| Option (Right to Buy) | $ 35.02 | (10) | 02/18/2012 | Units | 1,278,571 | 1,278,571 | D | ||||||||
| Option (Right to Buy) | $ 35.02 | (11) | 02/18/2012 | Units | 221,429 | 221,429 | D | ||||||||
| Option (Right to Buy) | $ 35.125 | 04/28/2005 | D(12) | 138,450 | (13) | 07/15/2006 | Units | 138,450 | (12) (14) | 290,122 | D | ||||
| Units of limited partnership of Operating Partnership (3) | (15) | 04/28/2005 | A(14) | 390,000 | (14) | 06/30/2010(16) | Common Shares | 780,000 | (12) (14) | 390,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| GOFF JOHN C 777 MAIN STREET SUITE 2100 FORT WORTH TX 76102 |
X | Vice Chairman of Board, CEO | ||
| David M. Dean, as Attorney-in-Fact on behalf of Reporting Person | 05/03/2005 | |
| **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) | Includes 2415 shares acquired under Issuer's Employee Stock Purchase Plan. |
| (2) | Information based on most recent available plan statement of Crescent Real Estate Equities, Ltd. 401(k) Plan. |
| (3) | Crescent Real Estate Equities Limited Partnership ("Operating Partnership") |
| (4) | Each Unit is exchangeable for two Common Shares, subject to normal antidilution adjustments, or cash equivalent to market value of two Common Shares, at discretion of Issuer. |
| (5) | Immediately |
| (6) | Not applicable |
| (7) | Goff Family, L. P. ("GFLP") is a family limited partnership of which Reporting Person is a general partner. Reporting Person disclaims beneficial ownership of all Units held by GFLP in excess of his pecuniary interest in GFLP. |
| (8) | Option granted November 5, 1999, pursuant to Issuer's Second Amended and Restated Stock 1995 Stock Incentive Plan; vested and became exercisable in 20% increments on first, second, third, fourth and fifth anniversary dates of grant. |
| (9) | Option granted November 5, 1999, by Operating Partnership, in transaction exempt under Rule 16b-3, to purchase Units of limited partnership ("Units") of Operating Partnership. Option vested and became exercisable in 50% increments on third and fifth anniversaries of date of grant. Each Unit exchangeable for two Common Shares of Issuer stock, subject to normal antidilution adjustments, or cash equivalent to market value of two Common Shares of Issuer stock, at discretion of Issuer. |
| (10) | Option granted February 19, 2002, by Operating Partnership, in transaction exempt under Rule 16b-3, to purchase Units of limited partnership ("Units") of Operating Partnership. 78,571 options vested and became exercisable on first anniversary of date of grant; 1,200,000 options vest and become exercisable in 20% increments on second, third, fourth and fifth anniversaries of date of grant. Each Unit exchangeable for two Common Shares of Issuer stock, subject to normal antidilution adjustments, or cash equivalent to market value of two Common Shares of Issuer stock, at discretion of Issuer. |
| (11) | Option granted February 19, 2002, by Operating Partnership, pursuant to Operating Partnership's 1996 Unit Incentive Plan, to purchase Units of limited partnership ("Units") of Operating Partnership. Vested 100% on first anniversary of date of grant. Each Unit exchangeable for two Common Shares of Issuer stock, subject to normal antidilution adjustments, or cash equivalent to market value of two Common Shares of Issuer stock, at discretion of Issuer. |
| (12) | As condition to and in exchange for grant described in FN 14, Reporting Person on April 28, 2005, in transaction exempt under Rule 16b-3(e), relinquished to Operating Partnership for cancellation Unit options covering 138,450 Units. |
| (13) | Option granted July 16, 1996, by Operating Partnership, in transaction exempt under Rule 16b-3, to purchase Units of limited partnership ("Units") of Operating Partnership. 25% of options vested in 1997 as result of Issuer's Common Shares reaching $50 closing sale price for ten consecutive trading days; balance vested and became exercisable in seven annual installments beginning on first anniversary of date of grant. Each Unit exchangeable for two Common Shares of Issuer stock, subject to normal antidilution adjustments, or cash equivalent to market value of two Common Shares of Issuer stock, at discretion of Issuer. |
| (14) | Satisfaction on April 28, 2005 of conditions to grant by Operating Partnership pursuant to 2004 Crescent Real Estate Equities Limited Partnership Long-Term Incentive Plan in transaction exempt under Rule 16b-3(d). 20% of Units vest when trailing 40 trading day closing sale price average ("Average Close") equals or exceeds $19; additional 20%, when Average Close equals or exceeds $20; additional 20%, when Average Close equals or exceeds $21; additional 20%, when Average Close equals or exceeds $22.50; and final 20%, when Average Close equals or exceeds $24. General Partner of Operating Partnership has discretionary authority to establish alternative vesting schedules based on Issuer's achievement of annual performance targets as determined from time to time by the Compensation Committee of General Partner. |
| (15) | Beginning on second anniversary of date of grant, each vested Unit 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 antidilution adjustments. |
| (16) | Applicable solely to unvested Units; not applicable to vested Units |