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^*

SCHORSCH NICHOLAS S

(Last)

(First)

(Middle)

C/O AMERICAN FINANCIAL REALTY TRUST

1725 THE FAIRWAY

(Street)

JENKINTOWN

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)
01/04/2005

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	01/04/2005		A		128,734⁽¹⁾	A	$0.001	1,811,874⁽²⁾	D
Common Shares								963,986⁽³⁾	I	By GRAT
Common Shares								209,550⁽³⁾	I	By Trust for Childred
Common Shares								143,374⁽³⁾	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)
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)
Partnership Units	⁽⁴⁾							⁽⁴⁾	⁽⁴⁾	Common Shares	1,326,842		1,326,842	D
Stock Option (right to buy)	$10							⁽⁵⁾	09/10/2012	Common Shares	852,539		852,539	D
Stock Option (right to buy)	$11.65							⁽⁶⁾	12/18/2012	Common Shares	62,500		62,500⁽³⁾	I	By Spouse
Partnership Units	⁽⁴⁾							⁽⁴⁾	⁽⁴⁾	Common Shares	15,104		15,104⁽³⁾	I	By Spouse

Explanation of Responses:

1. Consists of restricted common shares awarded pursuant to the Issuer's 2002 Equity Incentive Plan. These restricted common shares were issued on January 4, 2005 and will vest 25% on the first anniversary of the date of issuance and in equal installments of 6.25% at the end of each quarter thereafter.

2. In addition to the 128,734 restricted common shares acquired on January 4, 2005, this amount also includes: (i) 120,000 restricted common shares awarded on January 2, 2004 pursuant to the Issuer's 2002 Equity Incentive Plan (Plan), which shares vest at a rate of 25% on the first anniversary of the date of issuance and in equal installments of 6.25% at the end of each quarter thereafter; and (ii) 149,000 and 600,000 restricted common shares awarded on January 1, 2004 and July 1, 2003, respectively, pursuant to the Issuer's Plan, which shares vest at a rate of 33.33% on the first anniversary of the date of issuance and in equal installments of 8.33% at the end of each quarter thereafter.

3. This statement shall not be deemed an admission that the undersigned is, for purposes of Section 16 or otherwise, the beneficial owner of any securities reported as indirectly owned by the reporting person.

4. 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 stock 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 cash amount equal to the value of common shares for which the units would otherwise be converted.

5. This option was 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.

6. 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.

Remarks:

	/s/ Edward J. Matey Jr. By: Edward J. Matey Jr. as Attorney-in-fact for Nicholas S. Schorsch	01/05/2005
	** 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).
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