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*
HARPER JAMES D JR
(Last) (First) (Middle)
J.D.H. REALTY COMPANY
8603 SO. DIXIE HIGHWAY, SUITE 205
(Street)
MIAMI FL 33143
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
EQUITY OFFICE PROPERTIES TRUST [ EOP ] 		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)
02/09/2007
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)
Code V Amount (A) or (D) Price
Com Sh of B.I., p.v. $.01 02/09/2007 D 2,166 D $55.5(1) 0.000 D
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Share Option (right to buy) $21 02/09/2007 D 10,000 01/11/1998(2) 07/11/2007 Com Sh of B.I., p.v. $.01 10,000 (3) 0.000 D
Non-Qualified Share Option (right to buy) $29.5 02/09/2007 D 94,500 02/17/1998(4) 02/17/2008 Com Sh of B.I., p.v. $.01 94,500 (3) 0.000 D
Non-Qualified Share Option (right to buy) $28.225 02/09/2007 D 10,000 11/21/1999(2) 05/21/2009 Com Sh of B.I., p.v. $.01 10,000 (3) 0.000 D
Non-Qualified Share Option (right to buy) $27.462 02/09/2007 D 10,000 11/04/2000(2) 05/04/2010 Com Sh of B.I., p.v. $.01 10,000 (3) 0.000 D
Non-Qualified Share Option (right to buy) $28.22 02/09/2007 D 10,000 11/22/2001(2) 05/22/2011 Com Sh of B.I., p.v. $.01 10,000 (3) 0.000 D
Non-Qualified Share Option (right to buy) $29.19 02/09/2007 D 10,000 11/22/2002(2) 05/22/2012 Com Sh of B.I., p.v. $.01 10,000 (3) 0.000 D
Non-Qualified Share Option (right to buy) $26.89 02/09/2007 D 5,252 12/15/2003(4) 06/15/2013 Com Sh of B.I., p.v. $.01 5,252 (3) 0.000 D
Non-Qualified Share Option (right to buy) $26.95 02/09/2007 D 5,388 12/01/2004(4) 06/01/2014 Com Sh of B.I., p.v. $.01 5,388 (3) 0.000 D
Phantom Share Units (5) 02/09/2007 D 24,099 (6) (6) Com Sh of B.I., p.v. $.01 24,099 (7) 0.000 D
Non-Qualifed Share Option (right to buy) $28.2 02/09/2007 D 10,000 11/15/1998(2) 05/15/2008 Com Sh of B.I., p.v. $.01 10,000 (3) 0.000 D
Explanation of Responses:
1. Disposed of pursuant to Agreement and Plan of Merger among issuer, EOP Operating Limited Partnership and affiliates of The Blackstone Group.
2. Options for 3,333 common shares vest six months after the grant date; options for an additional 3,333 common shares vest on the first anniversary of the grant date; and options for the remaining 3,334 common shares vest on the second anniversary of the grant date.
3. Pursuant to the Agreement and Plan of Merger, this option was cancelled and converted into the right to receive a single lump sum cash payment, less applicable withholding taxes, equal to the product of the excess, if any, of $55.50 over the exercise price per share of the Issuer's common shares, times the number of shares subject to such option.
4. Options for one-third of the common shares vest six months after the grant date; options for an additional 1/3 of the common shares vest on the first anniversary of the grant date; and options for the remaining 1/3 of the common shares vest on the second anniversary of the grant date.
5. One phantom share unit converts into one Common Share or cash value of one Common Share of the Issuer.
6. Immediately
7. The phantom share units settled (exercised) for $55.50 per unit pursuant to Agreement and Plan of Merger among issuer, EOP Operating Limited Partnership and affiliates of The Blackstone Group.
Remarks:
By: Robin Mariella by POA for James D. Harper, Jr. 02/13/2007
** 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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