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*
SCHORSCH NICHOLAS S

(Last) (First) (Middle)
C/O AMERICAN FINANCIAL REALTY TRUST
1725 THE FAIRWAY

(Street)
JENKINTOWN PA 19046

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
AMERICAN FINANCIAL REALTY TRUST [ AFR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
06/27/2003
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 Shares 06/27/2003 P 100 A $14.85 115,040(1) D
Common Shares 06/27/2003 P 500 A $14.85 209,550(2)(3) I By Trusts for Children
Common Shares 06/27/2003 P 100 A $14.85 10,100(4) I By Spouse
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
Explanation of Responses:
1. The reporting person also holds the following derivative securities directly: (i) Stock Option for right to buy 1,515,625 common shares at $10.00 per share, granted on September 10, 2002, under the issuer's 2002 Equity Incentive Plan. The option will vest and become exercisable at a rate of 25% on the first anniversary of the grant date and 6.25% at the end of each quarter thereafter, and expires on September 10, 2012; and (ii) 1,104,802 units of First States Group, L.P., the issuer's operating partnership. Pursuant to Section 8.04 of the Amended and Restated Agreement of Limited Partnership of First States Group, L.P., units of the operating partnership may be converted into common shares on a one-for-one basis, subject to adjustments for stock splits, dividends, recapitalizations and similar events or, at the issuer's option, redeemed for a cash amount equal to the value of common shares for which the units would otherwise be converted.
2. The reporting person also holds the following equity securities indirectly: 1,100,000 common shares held by a Grantor Retained Annuity Trust, of which Mr. Schorsch is the sole settlor and trustee. This statement shall not be deemed an admission that the undersigned is, for purposes of Section 16 or otherwise, the beneficial owner of any of these equity securities.
3. The reporting person also holds the following derivative securities indirectly: Stock Option held by Mr. Schorsch's spouse for the right to buy 100,000 common shares at $11.65 per share. This option was granted on December 18, 2002, under the issuer???s 2002 Equity Incentive Plan. The option will vest and become exercisable at a rate of 25% on the first anniversary of the grant date and 6.25% at the end of each quarter thereafter, and expires on December 18, 2012. This statement shall not be deemed an admission that the undersigned is, for purposes of Section 16 or otherwise, the beneficial owner of any of these derivative securities.
4. This statement shall not be deemed an admission that the undersigned is, for purposes of Section 16 or otherwise, the beneficial owner of any of these equity securities.
Remarks:
/s/ James W. McKenzie, Jr. By: James W. McKenzie, Jr., Attorney-in-fact for Nicholas S. Schorsch 09/29/2003
** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.