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^*

Weil Andrew J

(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 [ CLNH ]

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

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

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		361,478	A	$0.15⁽¹⁾⁽²⁾	451,881	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⁾			311,045	03/01/2008	03/01/2017	Common Shares	311,045	⁽¹⁾⁽²⁾	0	D
Special Common Units of Centerline Capital Company , LLC⁽³⁾	⁽⁴⁾							11/17/2007	⁽⁵⁾	Common Shares⁽⁶⁾	19,984		73,136	D

Explanation of Responses:

1. The Issuer granted the indicated restricted common shares (the "Shares") to Mr. Weil 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. Weil was granted the restricted common shares with a grant date value of $54,222, a portion of which is in exchange for 311,045 share options with a strike price of $19.06.

3. Centerline Capital Company LLC (formerly known as CharterMac Capital Company, LLC) granted the indicated special common units (the "SCUs") to Mr. Weil pursuant to his employment agreement (the "Employment Agreement"), with an effective date of November 17, 2003. As of November 17, 2007, all of Mr. Weil's SCUs have fully vested. Centerline Capital Company LLC is a subsidiary of the Issuer.

4. The SCUs are valued on a one-to-one basis to the Company's common shares and are payable in cash or common shares at the Issuer's discretion.

5. N/A.

6. On November 20, 2007, pursuant to the Employment Agreement and the SCU's exchange rights agreement, Mr. Weil signed a "Notice of Exchange" requesting that his SCU be exchanged for common shares or cash. On December 6, 2007 the Issuer chose to exchange Mr. Weil's SCUs for cash.

Remarks:

	/s/ Andrew J. Weil	03/13/2009
	** 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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