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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 | ||||||||
| Stock Option (right to buy) | $ 11.35 | 09/27/2005 | J(1) | 72,674 | 02/23/2001(2) | 02/22/2010 | Common Stock | 72,674 | $ 0 | 633,650 | D | ||||
| Stock Option (right to buy) | $ 17.7 | 09/27/2005 | J(1) | 12,955 | 04/02/2003(3) | 04/01/2012 | Common Stock | 12,955 | $ 0 | 112,955 | D | ||||
| Stock Option (right to buy) | $ 16.97 | 09/27/2005 | J(1) | 9,716 | 03/10/2004(4) | 03/09/2013 | Common Stock | 9,716 | $ 0 | 84,716 | D | ||||
| Stock Option (right to buy) | $ 23.11 | 09/27/2005 | J(1) | 14,898 | 03/02/2005(5) | 03/02/2014 | Common Stock | 14,898 | $ 0 | 129,898 | D | ||||
| Stock Option (right to buy) | $ 22.75 | 09/27/2005 | J(1) | 16,193 | 02/23/2006(6) | 02/23/2015 | Common Stock | 16,193 | $ 0 | 141,193 | D | ||||
| Stock Option (right to buy) | $ 12.23 | 09/27/2005 | J(1) | 388 | 06/01/2000(7) | 06/01/2010 | Common Stock | 388 | $ 0 | 3,388 | D | ||||
| Stock Option (right to buy) | $ 15.15 | 09/27/2005 | J(1) | 421 | 06/01/2001(7) | 06/01/2011 | Common Stock | 421 | $ 0 | 3,671 | D | ||||
| Stock Option (right to buy) | $ 17.41 | 09/27/2005 | J(1) | 453 | 06/01/2002(7) | 06/01/2012 | Common Stock | 453 | $ 0 | 3,953 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| RUFRANO GLENN J C/O NEW PLAN EXCEL REALTY TRUST, INC. 420 LEXINGTON AVENUE NEW YORK, NY 10170 |
X | Chief Executive Officer | ||
| /s/ Steven F. Siegel, Attorney-in-Fact | 09/27/2005 | |
| **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) | On September 27, 2005, the Company paid a $3.00 special dividend to its stockholders, which resulted in an anti-dilution adjustment that increased the number of options held by the reporting person and decreased the option exercise price. |
| (2) | The initial option for 700,000 shares vested with respect to 500,000 shares in five equal annual installments beginning on February 23, 2001. The option vested with respect to the remaining 200,000 shares on February 23, 2008, subject to accelerated vesting upon the satisfaction of certain performance criteria. All of the shares are currently vested. The anti-dilution adjustment has no impact on this vesting schedule. |
| (3) | The initial option for 100,000 shares vests with respect to 72,000 shares in five equal annual installments beginning on April 2, 2003. The option vests with respect to the remaining 28,000 shares on April 2, 2010, subject to accelerated vesting upon the satisfaction of certain performance criteria. The anti-dilution adjustment has no impact on this vesting schedule. |
| (4) | The initial option for 75,000 shares vests with respect to 54,000 shares in five equal annual installments beginning on March 10, 2004. The option vests with respect to the remaining 21,000 shares on March 10, 2011, subject to accelerated vesting upon the satisfaction of certain performance criteria. The anti-dilution adjustment has no impact on this vesting schedule. |
| (5) | The option for 115,000 shares vests with respect to 57,500 shares in five equal annual installments beginning on March 2, 2005. The option vests with respect to the remaining 57,500 shares on March 2, 2012, subject to accelerated vesting upon the satisfaction of certain performance criteria. The anti-dilution adjustment has no impact on this vesting schedule. |
| (6) | The option for 125,000 shares vests with respect to 62,500 shares in five equal annual installments beginning on February 23, 2006. The option vests with respect to the remaining 62,500 shares in five equal annual installments beginning on February 23, 2006, subject to satisfaction of certain annual performance criteria, and 1/5 of these 62,500 shares are currently vested. The anti-dilution adjustment has no impact on this vesting schedule. |
| (7) | All of the options vested on the date of grant. The anti-dilution adjustment has no impact on this vesting schedule. |