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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 | ||||||||
| Employee Stock Option (right to buy) | $ 29.78 | 10/01/2012 | M | 315 (4) | (7) | 06/30/2014 | Common Stock | 315 | $ 0 | 315 | D | ||||
| Employee Stock Option (right to buy) | $ 35.16 | 10/01/2012 | M | 7 (4) | (8) | 12/31/2014 | Common Stock | 7 | $ 0 | 16 | D | ||||
| Employee Stock Option (right to buy) | $ 29.28 | 10/01/2012 | M | 221 (4) | (9) | 06/30/2015 | Common Stock | 221 | $ 0 | 444 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| CAREY FRANCIS C/O W. P. CAREY INC. 50 ROCKEFELLER PLAZA NEW YORK, NY 10020 |
X | X | ||
| /s/ James A. Fitzgerald, Attorney-in-fact | 10/12/2012 | |
| **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) | Received in exchange for 8,850.907 shares of Corporate Property Associates 15 Incorporated ("CPA:15") common stock in connection with the merger of CPA:15 with and into a subsidiary of the Issuer. The most recent estimated net asset value of CPA:15's common stock was $10.40 per share, and the market value of the Issuer's common stock (based on the closing price of its predecessor's stock on the date of the merger) was $49 per share. |
| (2) | Includes 752.89 shares previously acquired under the Issuer's Employee Stock Purchase Plan. |
| (3) | Reflects transfer of 22,743 directly held shares to a new indirectly held GRAT account, for which the Reporting Person is a Trustee, as shown above. Also, reflects a fractional adjustment in connection with broker transfers. |
| (4) | On October 3, 2012, the reporting person filed a timely Form 4 reporting the acquisition of 543 shares of common stock pursuant to an exercise of employee stock options. (Also included in that Form 4 was the disposition of 61,000 shares of common stock as a gift, which was reported on a voluntary basis.) The report was originally filed under the EDGAR filing codes for W. P. Carey Inc. /MD/. Following the consummation of the merger, all future filings with respect to the acquisition or disposition of shares of common stock of the surviving company will be made using the EDGAR filing codes for W. P. Carey Inc. (formerly known as W. P. Carey & Co. LLC), and this filing is being made to report those previously reported transactions under these filing codes. A concurrent filing is being made to revoke the previously reported transactions using the EDGAR filing codes for W. P. Carey Inc. /MD/ (formerly known as W. P. Carey Inc.). |
| (5) | Reflects transfers to a new indirectly held GRAT account, for which the Reporting Person is a Trustee, as shown above. |
| (6) | Reflects transfers from directly held shares and existing indirectly held GRAT accounts, for which the Reporting Person is a Trustee, as shown above. |
| (7) | The options vest as follows: 314 on 6/30/2009, 315 on 6/30/2010, 315 on 6/30/2011, 315 on 6/30/2012, and 315 on 6/30/2013. |
| (8) | The options vest as follows: 7 on 12/31/2009, 7 on 12/31/2010, 7 on 12/31/2011, 8 on 12/31/2012, and 8 on 12/31/2013. |
| (9) | The options vest as follows: 221 on 6/30/2010, 221 on 6/30/2011, 221 on 6/30/2012, 222 on 6/30/2013, and 222 on 6/30/2014. |
| Remarks: On September 28, 2012, W. P. Carey Inc. became the successor of W. P. Carey & Co. LLC pursuant to a merger. In the merger, shares of W. P. Carey & Co. LLC were exchanged for W. P. Carey Inc. stock on a one-for-one basis, with cash issued in lieu of any fractional shares. The Reporting Person is deemed to beneficially own more than 10% of the Issuer's outstanding Common Stock because he is a co-executor of an estate that owns more than 10% of the Issuer's outstanding Common Stock. | |