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^*

SCHNITZER MARC

(Last)

(First)

(Middle)

625 MADISON AVENUE, 5TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CENTERLINE HOLDING CO [ C ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/11/2009

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 Shares	03/11/2009		A		479,976	A	$0.15⁽¹⁾⁽²⁾	749,093	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)
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	⁽¹⁾⁽²⁾	03/11/2009	03/11/2009	C⁽¹⁾⁽²⁾			192,245	01/03/2007	01/03/2016	Common Shares	192,245	⁽¹⁾⁽²⁾	0	D
Non-qualified share option	⁽¹⁾⁽²⁾	03/11/2009	03/11/2009	C⁽¹⁾⁽²⁾			220,765	01/03/2006	01/03/2015	Common Shares	220,765	⁽¹⁾⁽²⁾	0	D
Special Common Units of Centerline Capital Company , LLC	⁽³⁾							11/17/2004	⁽⁴⁾	Common Shares	864,229		864,229	I⁽⁵⁾	By Marc Associates L.P

Explanation of Responses:

1. The Issuer granted the indicated restricted common shares (the "Shares") to Mr. Schnitzer pursuant to its 2007 Incentive Share Plan. The Shares will vest over a two year period, with 50% vesting on January 1, 2010 and 50% vesting on January 1, 2011.

2. Mr. Schnitzer was granted the restricted common shares with a grant date value of $71,996, a portion of which is in exchange for 192,245 share options with a strike price of $22.03 and 220,765 share options with a strike price of $24.44.

3. The Special Common Units are exchangeable on a one-to-one basis into common shares.

4. Not applicable.

5. The Special Common Units are held by Marc Associates L.P., of which Mr. Schnitzer is the 100% beneficial owner.

Remarks:

	/s/ Marc D. Schnitzer	03/11/2009
	** 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).
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