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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 | ||||||||
| Option to Purchase Common Shares | $ 17.78 | 07/12/2007 | D(1)(2)(3) | 800,000 | (4) | 07/12/2013 | Common Shares | 800,000 | (5) | 0 | D | ||||
| Option to Purchase Common Shares | $ 17.78 | 07/12/2007 | A(1)(2)(3) | 800,000 | (6) | 07/12/2013 | Common Shares | 800,000 | (7) | 800,000 | D | ||||
| Special Common Units of Centerline Capital Company, LLC | (8) | 11/17/2004 | (9) | Common Shares | (10) | 10,194,400 (11) | I (12) | By Related General II, L.P. | |||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| ROSS STEPHEN CENTERLINE HOLDING COMPANY 625 MADISON AVENUE NEW YORK, NY 10022 |
X | X | ||
| /s/ Stephen M. Ross | 07/13/2007 | |
| **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) | On July 12, 2007 , the Compensation Committee and the Nominating and Governance Committee of Centerline Holding Company (the "Company") approved the cancellation and substitution of this option, which was issued to Mr. Ross on November 17, 2003 (the "2003 Option") in connection with the Company's acquisition of Centerline Affordable Advisors LLC (formerly known as Related Capital Company) (the "RCC Transaction"), with a new option with substantially similar terms (the "2007 Option") for the purposes of enabling Mr. Ross to avoid unforeseen adverse tax consequences resulting from the enactment of Internal Revenue Code Section 409A ("Section 409A"). [Continued in Footnote 2] |
| (2) | [Continued from Footnote 1] The cancelled 2003 Option granted Mr. Ross the right to purchase an aggregate of 1,000,000 common shares of beneficial interest of the Company ("Common Shares") at an exercise price of $17.78 per share, subject to the vesting of 200,000 of such shares on each of the first five anniversaries of the November 17, 2003 grant date, and subject to the expiration of the 2003 Option term on November 17, 2013. The 2003 Option had an exercise price that was below the market value of the Company's Common Shares on the effective date of the 2003 Option because the parties had agreed that the exercise price would equal the average of the closing price of the Company's Common Shares for the 30 calendar days immediately preceding the public announcement of the RCC Transaction. [Continued in Footnote 3] |
| (3) | [Continued from Footnote 2] Section 409A subjected Mr. Ross to potential adverse tax consequences due to the below-market exercise price of the 2003 Option, and the Company issued the substitute 2007 Option to permit Mr. Ross to avoid such consequence during the safe harbor period for such substitutions established by the Internal Revenue Service pursuant to regulations implementing Section 409A. |
| (4) | As described in Note 1, the 2003 Option vested at a rate of 200,000 Common Shares on each of the first five anniversaries of the November 17, 2003 grant date. Prior to the cancellation of the 2003 Option, 600,000 of the option shares had vested, and Mr. Ross had exercised 200,000 of those option shares (as reported in the Form 4 he filed on December 8, 2005), leaving Mr. Ross with 800,000 option shares (400,000 of which had vested, 200,000 of which were due to vest on November 17, 2007 and 200,000 of which were due to vest on November 17, 2008). |
| (5) | The Company issued the 2003 Option to Mr. Ross in consideration for Mr. Ross serving as the non-executive Chairman of the Board of Trustees of the Company. |
| (6) | The 2007 Option grants Mr. Ross the right to acquire 800,000 Common Shares at an exercise price of $17.78, of which 400,000 option shares are immediately exercisable, an additional 200,000 option shares vest on November 17, 2007, and the remaining 200,000 option shares vest on November 17, 2008. The 2007 Option expires on November 17, 2013. |
| (7) | The Company issued the 2007 Option to Mr. Ross in consideration for Mr. Ross serving as non-executive Chairman of the Board of Trustees of the Company. |
| (8) | The Special Common Units are convertible at Mr. Ross' option into cash, or at the option of Centerline Capital Group Inc. into Common Shares of the Issuer on a one to one basis (subject to anti-dilution provisions). |
| (9) | The Special Common Units do not expire. |
| (10) | N/A. |
| (11) | The Special Common Units were issued in connection with the transactions described in the Issuer's proxy statement filed with the Securities and Exchange Commission on September 5, 2003. The Special Common Units had a nominal value upon issuance of $17.78. |
| (12) | The Special Common Units are held by Related General II, L.P., which is wholly-owned by The Related Companies, L.P., of which Mr. Ross is a 86.5% equity owner. |