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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 (6) | (7) | 08/03/2007 | D | 2,303,628 (10) | (8) | (9) | Common Shares | 4,607,256 | (10) | 0 | D | ||||
| Units of limited partnership of Operating Partnership (6) | (7) | 08/03/2007 | D | 259,805 (10) | (8) | (9) | Common Shares | 519,610 | (10) | 0 | I | By spouse (5) | |||
| Units of limited partnership of Operating Partnership (6) | (7) | 08/03/2007 | D | 24,753 (10) | (8) | (9) | Common Shares | 49,506 | (10) | 0 | I | By RI (1) | |||
| Units of limited partnership of Operating Partnership (6) | (7) | 08/03/2007 | D | 3,135,481 (10) | (8) | (9) | Common Shares | 6,270,962 | (10) | 0 | I | By OT (1) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| RAINWATER RICHARD E 777 MAIN STREET SUITE 2100 FORT WORTH, TX 76102 |
X | Chairman | ||
| Richard E. Rainwater, by Melissa Parrish, 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) | Rainwater, Inc. (RI) is wholly owned by Reporting Person. Office Towers LLC (OT) is wholly owned by Reporting Person and RI. |
| (2) | The Richard E. Rainwater 1995 Charitable Remainder Unitrust No. 1 dated March 10, 1995 (CRUT), Richard E. Rainwater, Successor Trustee to J. Randall Chappel, Successor Trustee to Richard E. Rainwater, Original Trustee. Reporting Person is sole trustee and settlor of CRUT, exercises investment control over stock held by CRUT, and may have a pecuniary interest in stock held by CRUT; however, inclusion of CRUT stockholdings in this report shall not be deemed an admission that Reporting Person is the beneficial owner of such securities for purposes of Section 16. |
| (3) | 49,864 shares attributed to spouse are held by general partnership of which spouse is a general partner and represent her proportional interest in Issuer securities held by general partnership. Reporting Person disclaims beneficial ownership of 544,704 shares and 259,805 Units owned (directly or indirectly) by spouse; this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposed of Section 16 or any other purpose. |
| (4) | The Richard E. Rainwater Charitable Remainder Unititrust No. 3, dated December 21, 2005 (CRUT No. 3), Richard E. Rainwater, Trustee. Reporting Person is sole trustee and settlor of CRUT No. 3, exercises investment control over stock held by CRUT No. 3, and may have a pecuniary interest in stock held by CRUT No. 3; however, inclusion of CRUT No. 3 stockholdings in this report shall not be deemed an admission that Reporting Person is the beneficial owner of such securities for purposes of Section 16. |
| (5) | The Darla D. Moore Charitable Remainder Unitrust No. 1, dated January 7, 2005 (Spouse's CRUT No. 1), Darla D. Moore, Trustee. Spouse is sole trustee and settlor of Spouse's CRUT No. 1, exercises investment control over stock held by Spouse's CRUT No. 1, and may have a pecuniary interest in stock held by Spouse's CRUT No. 1; however, inclusion of Spouse's CRUT No. 1 stockholdings in this report shall not be deemed an admission that Reporting Person is the beneficial owner of such securities for purposes of Section 16. |
| (6) | Crescent Real Estate Equities Limited Partnership (Operating Partnership) |
| (7) | 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. |
| (8) | Immediately |
| (9) | Not applicable |
| (10) | 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, holders of partnership units received merger consideration of $45.60 per unit and $22.80 per Common Share. |