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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 | ||||||||
| Put Option (Obligation to Buy) | $ 15 | 12/01/2008 | X | 10 | 05/20/2008 | 12/20/2008 | Inland Real Estate Corporation Common Stock | 1,000 | $ 0 | 540 | D | ||||
| Put Option (Obligation to Buy) | $ 17.5 | 11/28/2008 | X | 2,000 | 05/20/2008 | 12/20/2008 | Inland Real Estate Corporation Common Stock | 2,000 | $ 0 | 80 | I | Shares owned by Eagle Financial (3) | |||
| Put Option (Obligation to Buy) | $ 15 | 12/01/2008 | X | 25 | 05/20/2008 | 12/20/2008 | Inland Real Estate Corporation Common Stock | 2,500 | $ 0 | 515 | I | Managed by Inland Investment Advisors (5) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| GOODWIN DANIEL L 2901 BUTTERFIELD RD OAK BROOK, IL 60523 |
X | X | ||
| /s/Daniel L. Goodwin | 12/03/2008 | |
| **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 578,946 shares of IRC common stock owned directly by Mr. Goodwin and/or his spouse. Also includes shares of common stock owned directly by the following entities: 682,820 by Inland American Real Estate Trust, Inc. ("American"); 315,820 by Inland Western Retail Real Estate Trust, Inc. ("Western);9,091 by The Inland Group, Inc. ("TIGI");157,875 by Inland Mortgage Investment Corporation; 6,805,277 by Inland Investment Stock Holding Company; 129,376 by Partnership Ownership Corporation and 653,982 by Eagle Financial Corporation. The latter four entities are wholly-owned subsidiaries of TIGI. Mr. Goodwin is the controlling shareholder of TIGI. |
| (2) | Mr. Goodwin directly and indirectly owns shares of American and Western. Shares of IRC owned by American and Western are managed by Inland Investment Advisors, Inc. ("Advisor"). The number reported also includes 831,360 shares of common stock "beneficially owned" for Section 16 purposes by Advisor because it is entitled to receive performance-based fees. Mr. Goodwin disclaims beneficial ownership of these shares except to the extent Advisor receives performance-based fees. Advsor is an indirect wholly-owned subsidiary of TIGI. Mr. Goodwin disclaims beneficial ownership of shares beneficially owned by American, Western and TIGI and its subsidiaries except to the extent of his ownership in those entities, respectively. |
| (3) | See footnote 1 for relationship between Eagle Financial and Mr. Goodwin. |
| (4) | Includes 5,000 shares owned by Minto Builders (Florida), Inc., a controlled subsidiary of American that is consolidated with American in American's financial statements. Mr. Goodwin disclaims beneficial ownership of shares owned by Minto except to the extent of his ownership of American. Mr. goodwin directly and indirectly owns shares of American. American holds shares of IRC in an account with Advisor. Advisor shares investment control with American over securities held in American's account. Mr. Goodwin disclaims bendficial ownership of shares that Advisor controls except to the extent of (1) his pecuniary interest in those shares and (2) his rendering of investment advice or excersise of discretionary authority to those shares. |
| (5) | Advisor is entitled to received performance-based fees with respect to equity securities reported in the row that corresponds to this footnote, and Advisor shares investment control with the account holder. Mr. Goodwin disclaims beneficial ownership of equity securities that Advisor controls except to the extent of (1) his pecuniary intererst in those securities and (2) his rendering of investment advice or his exercise of discretionary authority with respect to those securities. |