SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

HATHORN SAMUEL C

(Last)

(First)

(Middle)

(Street)

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/30/2003

3. Issuer Name and Ticker or Trading Symbol
HARTMAN COMMERCIAL PROPERTIES REIT [ NONE ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares⁽¹⁾	37,578.29⁽²⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Limited Partnership interests⁽³⁾	08/08/1988⁽⁴⁾	08/08/1988⁽⁶⁾	Common Shares	42,802.59⁽⁵⁾	0⁽⁷⁾	D

Explanation of Responses:

1. Common Shares of beneficial interest, par value $.001 per share (the "Shares"). Samuel C. Hathorn is a member of the Board of Trust Managers of Hartman Commercial Properties REIT (the "Company").

2. Upon conversion, on a one-for-one basis, of all outstanding limited partnership interests in Hartman REIT Operating Partnership, L.P., a Delaware limited partnership, into Shares, Mr. Hathorn would own 80,380.88 Shares.

3. Limited partnership interest in Hartman REIT Operating Partnership, L.P.

4. OP Units are convertible into Shares upon the later of (i) one year after acquisition and (ii) an initial public offering of the Company's Shares.

5. Common shares of beneficial interest, par value $.001 per share

6. There is no expiration date.

7. The OP Units convert into Shares upon the later of (i) one year following acquisition and (ii) the initial public offering of the Company's Shares.

	Samuel C Hathorn	07/17/2003
	** 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 5 (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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