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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) | $ 15.8125 | 08/03/2007 | D | 42,131 (9) | (3) | 11/04/2009 | Common Shares | 42,131 | (9) | 0 | D | ||||
| Units of limited partnership of Operating Partnership (4) | (6) | 08/03/2007 | D | 24,750 (9) | (5) | 06/30/2010(7) | Common Shares | 49,500 | (9) | 0 | D | ||||
| Units of limited partnership of Operating Partnership (4) | (6) | 08/03/2007 | D | 15,000 (9) | (8) | 06/30/2010(7) | Common Shares | 30,000 | (9) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Stevens Suzanne M 777 MAIN STREET SUITE 2100 FORT WORTH, TX 76102 |
SVP & Chief Accounting Officer | |||
| David M. Dean, as Attorney-in-Fact on behalf of Reporting Person | 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 367 shares acquired under Issuers Employee Stock Purchase Plan. |
| (2) | Information based on most recent available plan statement of Crescent Real Estate Equities, Ltd. 401(k) plan. |
| (3) | Options granted November 5, 1999, under the Second Amended and Restated 1995 Stock Incentive Plan, as amended, which became exercisable in 20% increments on the first, second, third, fourth and fifth anniversaries of the grant. |
| (4) | Crescent Real Estate Equities Limited Partnership ("Operating Partnership") |
| (5) | Grant on December 1, 2004 by Operating Partnership pursuant 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 day 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 based on Issuer's achievement of annual performance targets as determined from time to time by the Compensation Committee of General Partner. |
| (6) | Beginning on second anniversary of date of grant, and subject to six month holding period following vesting, each vested Unit exchangeable for cash equivalent of market 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. |
| (7) | Applicable solely to unvested Units; not applicable to vested Units. |
| (8) | 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). 20% of Units vest when the average of closing sale prices of a Common Share for preceding 40 trading days ("Average Close") equals or exceeds $21; and additonal 20%; when Average Close equals or exceeds $22.50; and additonal 20%; when Average Close equals or exceeds $24; and additional 20%, when Average Close equals or exceeds $25.50, and the final 20%, when Average Close equals or exceeds $27. General Partner or 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 Compensation |
| (9) | 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. |