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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 (4) | (5) | 08/03/2007 | D | 830,205 (18) | (6) | (7) | Common Shares | 1,660,410 | (18) | 0 | D | ||||
| Units of limited partnership of Operating Partnership (4) | (5) | 08/03/2007 | D | 76,280 (18) | (6) | (7) | Common Shares | 152,560 | (18) | 0 | I | By GFLP (7) | |||
| Employee Stock Option (Right to Buy) | $ 15.8125 | 08/03/2007 | D | 400,000 | (9) | 11/04/2009 | Common Shares | 400,000 | (18) | 0 | D (1) | ||||
| Option (Right to Buy) (7) | (8) | 08/03/2007 | D | 100,000 (18) | (10) | 11/04/2009(10) | Common Shares | 200,000 | (18) | 0 | D | ||||
| Option (Right to Buy) | $ 35.02 | 08/03/2007 | D | 1,278,571 (18) | (11) | 02/18/2012 | Common Shares | 2,557,142 | (18) | 0 | D | ||||
| Option (Right to Buy | $ 35.02 | 08/03/2007 | D | 221,429 (18) | (12) | 02/18/2012 | Common Shares | 442,858 | (18) | 0 | D | ||||
| Units of limited partnership of Operating Partnership (4) | (13) | 08/03/2007 | D | 390,000 (18) | (14) | 06/30/2010(16) | Common Shares | 780,000 | (18) | 0 | D | ||||
| Units of limited partnership of Operating Partnership (4) | (15) | 08/03/2007 | D | 180,000 (18) | (17) | 06/30/2010(16) | Common Shares | 360,000 | (18) | 0 | 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 | ||
| John C. Goff, by David M. Dean, Attorney-in-Fact | 08/21/2007 | |
| **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) | Includes 2415 shares acquired under Issuer's Employee Stock Purchase Plan. |
| (2) | On July 25, 2007, shares where contributed to The Goff Family Foundation (GFF). Reporting Person exercises investment control over stock held by GFF, and may have a pecuniary interest in stock held by GFF; however, inclusion of GFF stockholdings in this report shall not be deemed an admission that Reporting Person is the beneficial owner of such securities for purposed of Section 16. |
| (3) | Information based on most recent available plan statement of Crescent Real Estate Equities, Ltd. 401(k) Plan. |
| (4) | Crescent Real Estate Equities Limited Partnership (Operating Partnership) |
| (5) | 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. |
| (6) | Immediately |
| (7) | Not applicable |
| (8) | 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. |
| (9) | Option granted November 5,1999, pursuant to Issuer's Second Amended and Restated 1995 Stock Incentive Plan; vested and became exercisable in 20% increments on first, second, third, fourth and fifth anniversary dates of grant. |
| (10) | 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. |
| (11) | 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 vested and became exerciseable in 20% increments on second, third, fourth and fifth anniversaries of date of grant. Each Unit exchangeable for two Common Shares of Issuer stoc, subject to normal antidilution adjustments, or cash equivalent to market value of two Common Shares of Issuer stock, at discretion of Issuer. |
| (12) | Option granted February 19, 2002, by Operating Partnership, pursuant to Operating Partnership's1996 Unit Incentive Plan, to purchase Units of limited partnership (Units) of Operating Partnership. Option 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. |
| (13) | 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. |
| (14) | Grant on December 1,2004, by Operating Partnership pursuant to 2004 Crescent Real Estate Equities Limited Partnership Long-Term Incentive Plan in transaction exempt under Rule 16b-3(d). Grant provides for 20% Units to vest when trailing 40 trading day closing sale price average (Average Close) equals or exceeds $19 (vested on 8/3/05); additional 20% vest when Average Close equals or exceeds $20 (vested on 11/25/05); additional 20% vest when Average Close equals or exceeds $21 (vested on 3/10/06); additional 20% vest when Average Close equals or exceeds $22.50; and final 20% vest when Average Close equals or exceeds $24. |
| (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. |
| (16) | Applicable soley to unvested Units; not applicable to vested Units. |
| (17) | Grant on May 16, 2005, by Operating Partnership pursuant to 2005 Crescent Real Estate Equities Limited Partnership Long-Term Incentive Plan in transaction exempt under Rule 16b-3(d). Grant provides for 20% Units to vest when trailing 40 trading day closing sale price average (Average Close) equals or exceeds $21; additional 20% vest when Average Close equals or exceeds $22.50; additional 20% vest when Average Close equals or exceeds $24; additional 20% vest when Average Close equals or exceeds $25.50; and final 20% vest when Average Close equals or exceeds $27. In connection with the Agreement and Plan of Merger, pursuant to which Crescent Real Estate Equities Company and Crescent Real Estate Equities Limited Partnership were acquired by affiliates of Morgan Stanley Real Estate on August 3,2007, Reporting Person forfeited 120,000 Units leaving 180,000 Units remaining. |
| (18) | In connection with the Agreement and Plan of Merger, pursuant to which Crescent Real Estate Equities Company and Crescent Real Estate Equities Limited Partnership were acquired by affiliates of Morgan Stanley Real Estate on August 3, 2007, holders of partnership Units (including unvested Units) received merger consideration of $45.60 per Unit and $22.80 per Common Share. |