SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SILVERSTEIN BARRY

(Last)

(First)

(Middle)

5111 OCEAN BOULEVARD, SUITE C

(Street)

SARASOTA

34242

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FRANKLIN STREET PROPERTIES CORP /MA/ [ FSP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/08/2009

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/08/2009		S		337,036	D	$13.18⁽¹⁾	3,592,168	I	See footnote⁽²⁾
Common Stock								712,311	I	See footnote⁽³⁾
Common Stock								531,437.5	I	See footnote⁽⁴⁾
Common Stock								472,856	I	See footnote⁽⁵⁾
Common Stock								75,299	I	See footnote⁽⁶⁾
Common Stock								34,740	I	See footnote⁽⁷⁾
Common Stock								31,000	I	See footnote⁽⁸⁾
Common Stock								27,070	I	See footnote⁽⁹⁾
Common Stock								22,000	I	See footnote⁽¹⁰⁾
Common Stock								5,700	I	See footnote⁽¹¹⁾
Common Stock								3,000	I	See footnote⁽¹²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.10 to $13.27, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

2. Shares held by Silverstein Investments Limited Partnership III. Mr. Silverstein is the sole limited partner of Silverstein Investments Limited Partnership III and has shared dispositive power and no voting power over these shares.

3. Shares held by MSTB Family Limited Partnership 2003 Irrevocable Trust. Mr. Silverstein is the trustee of the MSTB Family Limited Partnership 2003 Irrevocable Trust and has sole dispositive and sole voting power of these shares. 99% of the shares beneficially owned by this trust are attributable to three trusts for the benefit of Mr. Silverstein's children. Mr. Silverstein disclaims beneficial ownership of the shares attributable to the trusts for these children, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such shares for purposes of Section 16 or any other purpose.

4. Shares held by Silverstein Investments Limited Partnership II attributable to a trust for the benefit of two of Mr. Silverstein's children. Mr. Silverstein disclaims beneficial ownership of the shares attributable to these children, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such shares for purposes of Section 16 or any other purpose.

5. Shares held by JMB Family Limited Partnership Irrevocable Trust of 2003. Mr. Silverstein is the trustee of JMB Family Limited Partnership Irrevocable Trust of 2003 and has sole dispositive and sole voting power of these shares.

6. Shares held by Silverstein Family Limited Partnership 2002, Ltd. Irrevocable Trust of 2003. Mr. Silverstein is the trustee of the trust beneficially owned by Silverstein Family Limited Partnership 2002, Ltd. Irrevocable Trust of 2003 and has sole dispositive and sole voting power of these shares. 99% of the shares beneficially owned by this trust are attributable to a trust for the benefit of the brother of Mr. Silverstein's spouse. Mr. Silverstein disclaims beneficial ownership of the shares attributable to this trust, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such shares for purposes of Section 16 or any other purpose.

7. Shares held by a trust beneficially owned by Mr. Silverstein's spouse. Mr. Silverstein disclaims beneficial ownership of the shares beneficially owned by his spouse, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such shares for purposes of Section 16 or for any other purpose.

8. Shares held by MSTB Family Limited Partnership. Mr. Silverstein is a general partner of MSTB Family Limited Partnership and has sole dispositive and sole voting power of these shares. 99% of the shares beneficially owned by this partnership are attributable to three trusts for the benefit of Mr. Silverstein's children. Mr. Silverstein disclaims beneficial ownership of the shares attributable to the trusts for these children, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such shares for purposes of Section 16 or any other purpose.

9. Shares held by Silverstein Investments Limited Partnership. Mr. Silverstein is the sole limited partner of Silverstein Investments Limited Partnership and has shared dispositive power and no voting power over these shares.

10. Shares held by JMB Family Limited Partnership. Mr. Silverstein is a general partner of JMB Family Limited Partnership and has sole dispositive and sole voting power of these shares.

11. Shares held by Silverstein Family Limited Partnership 2002, Ltd. Mr. Silverstein is a general partner of the Silverstein Family Limited Partnership 2002, Ltd. and has sole dispositive and sole voting power of these shares. 99% of the shares beneficially owned by this partnership are attributable to a trust for the benefit of the brother of Mr. Silverstein's spouse. Mr. Silverstein disclaims beneficial ownership of the shares attributable to this trust, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such shares for purposes of Section 16 or any other purpose.

12. Shares held by Mr. Silverstein's spouse. Mr. Silverstein disclaims beneficial ownership of the shares beneficially owned by his spouse, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such shares for purposes of Section 16 or for any other purpose.

Remarks:

	Barry Silverstein	05/12/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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