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^*

HIRMES ALAN P

(Last)

(First)

(Middle)

C/O CHARTERMAC

625 MADISON AVENUE

(Street)

NEW YORK,

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CHARTERMAC [ CHC ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/21/2006

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 shares	02/21/2006		A		20,427⁽¹⁾	A	$22.03	84,430	D
Common shares								21,157	I⁽²⁾	By: RelCap Holdings Company, LLC

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)
Non-qualified share option	$22.03	02/21/2006		A⁽³⁾		188,679		01/03/2007	01/03/2016	Common Shares	188,679	$22.03	188,679	D
Non-qualified share option	$24.44							01/03/2006	01/03/2015	Common Shares	174,985		174,985	D
Special Common Units of CharterMac Capital Company, LLC	⁽⁴⁾							11/17/2004	⁽⁵⁾	Common Shares	1,464,330		1,464,330	I⁽⁶⁾	By APH Associates L.P.

Explanation of Responses:

1. The Issuer granted the indicated restricted common shares to Mr. Hirmes pursuant to its Amended and Restated Incentive Share Plan (the "Restricted Shares") with an effective date of January 3, 2006. The Restricted Shares will vest over a three year period, with one third vesting on the first anniversary of the effective date.

2. RelCap Holdings Company, LLC owns 21,157 common shares. Mr. Hirmes is a 9.69% indirect equity owner of RelCap Holdings Company, LLC.

3. The Issuer granted the indicated options for common shares to Mr. Hirmes pursuant to its Amended and Restated Incentive Share Plan with an effective date of January 3, 2006. All share options will vest over a three year period, with one third vesting on the first anniversary of the effective date.

4. The Special Common Units are convertible on one to one basis into common shares (subject to anti-dilution).

5. Not applicable.

6. The Special Common Units are held by APH Associates L.P., of which Mr. Hirmes is the 100% beneficial owner.

Remarks:

	Alan P. Hirmes	02/27/2006
	** 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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