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^*

LUBAR DAVID J

(Last)

(First)

(Middle)

4401 BARCLAY DOWNS DRIVE, SUITE 300

(Street)

CHARLOTTE

28209

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Cogdell Spencer Inc. [ CSA ]

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)
01/04/2010

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	01/04/2010		A		6,981	A	⁽¹⁾	6,981	D
Common Stock								1,000,000	I	By Lubar Equity Fund, LLC⁽²⁾

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)
Partnership Units⁽³⁾	⁽³⁾							⁽³⁾	⁽³⁾	Common Stock	⁽³⁾		6,569⁽⁴⁾	D
Partnership Units⁽³⁾	⁽³⁾							⁽³⁾	⁽³⁾	Common Stock	⁽³⁾		1,784,074⁽⁵⁾	I	By Lubar Capital LLC⁽⁶⁾

Explanation of Responses:

1. On January 4, 2010, Mr. Lubar was granted 6,981 restricted shares of common stock pursuant to the Cogdell Spencer Inc. (the "Company") 2005 Long-Tern Incentive Plan. All of the 6,981 restricted shares vested upon issuance.

2. Mr. Lubar is the President, a Director and a shareholder of Lubar & Co., Incorporated, which is the manager of Lubar Equity Fund, LLC. Mr. Lubar disclaims beneficial ownership of shares of common stock of Cogdell Spencer Inc. held by Lubar Equity Fund, LLC, except to the extent of his pecuniary interest therein.

3. Limited partnership units ("OP units") are redeemable for a cash amount equal to the value of OP units or, in the Cogdell Spencer Inc.'s (the "Company") sole and absolute discretion, exchangeable for shares of the Company's common stock based on an exchange ratio of one share of common stock for one OP unit.

4. Comprised of 6,569 vested long term incentive plan units ("LTIP units"). Some or all of the 6,569 vested LTIP units may in the future be converted into OP units, thereby increasing the number of OP units owned by Mr. Lubar by the corresponding number of LTIP units converted into OP units.

5. Comprised of 1,784,074 OP units.

6. Mr. Lubar is the President, a Director and a shareholder of Lubar & Co., Incorporated, which is the manager of Lubar Capital, LLC and holds a pecuniary interest therein.

Remarks:

	/s/ Charles M. Handy, Attorney-in-fact	01/06/2010
	** 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).
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