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*
GOODWIN DANIEL L

(Last) (First) (Middle)
2901 BUTTERFIELD RD

(Street)
OAK BROOK IL 60523

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
INLAND REAL ESTATE CORP [ IRC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/16/2011
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
Common Stock 09/16/2011 X 75,400 A $10 11,841,531 (2) (3) (4) 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
Put Option (Obligation to Buy) $10 09/16/2011 X 754 (1) 09/16/2011 Common Stock 75,400 $0 0 D
Explanation of Responses:
1. The option contracts that were exercised were written on different dates and consequently, each has its own "date exercisable". However, because the reported excercises occurred on the same day and the options are of the same class, these exercises have been reported on one line. The reporting person undertakes to provide upon request to Inland Real Estate Corporation, any of its security holders or the SEC all available information regarding these transactions.
2. Includes shares of IRC that are owned by Inland American Real Estate Trust, Inc.("American"), Inland Western Retail Real Estate Trust, Inc. ("Western") and Inland Diversified Real Estate Trust, Inc. ("Diversified") in accounts managed by Inland Investment Advisors, Inc. ("IIAI"). Mr. Goodwin directly and indirectly beneficially owns shares of American, Western and Diversified and he disclaims beneficial ownership of shares owned by American, Western and Diversified except to the extent of his respective ownership of those entities.
3. Includes 1,757,498 shares of common stock owned by Mr. Goodwin and/or his spouse. Also includes common stock owned directly by the following entities:899,820 by American; 315,820 by Western; 75,000 by Diversified; 9,091 by The Inland Group, Inc. ("TIGI"); 197,866 by IMIC Stock Holding Corp.; 7,212,118 by Inland Investment Stock Holding Corp. ("IISHC"); 137,110 by Partnership Ownership Corp. ("POC"); and 1,237,208 by Eagle Financial Corp. The latter four entities and Inland Real Estate Investment Corp ("IREIC") are wholly owned subsidiaries of TIGI. IIAI, IISHC and POC are wholly owned subsidiaries of IREIC. Mr. Goodwin is the controlling shareholder of TIGI and he disclaims beneficial ownership of shares owned by TIGI and its subsidiaries except to the extent of his respective ownership of those entities.
4. Includes the purchase of additional shares of common stock acquired through dividend reinvestment on 09/19/2011. Mr. Goodwin purchased 7,917 shares at $7.74 and Eagle 7,541 shares at $7.74.
/s/Daniel L. Goodwin 09/20/2011
** 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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