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^*

GARVEY CHRISTINE

(Last)

(First)

(Middle)

201 MISSION STREET

(Street)

SAN FRANCISCO

94105

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CATELLUS DEVELOPMENT CORP [ CDX ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2005

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 Stock	09/15/2005		D		17,565⁽¹⁾	D	⁽²⁾	0	D
Common Stock	09/15/2005		D		18,209⁽³⁾	D	⁽⁴⁾	0	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)
Common Stock Option - Right to Buy	$15.69	09/15/2005		D			5,855	11/28/1998	05/28/2008	Common Stock	5,855	⁽⁵⁾	0	D
Common Stock Option - Right to Buy	$13.07	09/15/2005		D			5,855	04/29/2000	04/29/2009	Common Stock	5,855	⁽⁵⁾	0	D
Common Stock Option - Right to Buy	$11.53	09/15/2005		D			5,855	05/02/2001	05/02/2010	Common Stock	5,855	⁽⁵⁾	0	D
Common Stock Option - Right to Buy	$13.87	09/15/2005		D			5,855	05/01/2002	05/01/2011	Common Stock	5,855	⁽⁵⁾	0	D
Common Stock Option - Right to Buy	$17.42	09/15/2005		D			5,855	04/30/2003⁽⁶⁾	04/30/2012	Common Stock	5,855	⁽⁵⁾	0	D
Common Stock Option - Right to Buy	$20.76	09/15/2005		D			5,855	09/26/2004⁽⁶⁾	09/26/2013	Common Stock	5,855	⁽⁵⁾	0	D

Explanation of Responses:

1. Represents shares held outright.

2. Disposed of pursuant to the Agreement and Plan of Merger, dated as of June 5, 2005, as amended, by and among the issuer, ProLogis and Palmtree Acquisition Corporation (the "Merger Agreement") in exchange for either $33.81 in cash or 0.822 of a common share of beneficial interest of ProLogis ("ProLogis Common Share") for each share of common stock of the issuer owned.

3. Represents Director Stock Units (DSUs) and Director Restricted Stock Units (DRSUs).

4. Cancelled pursuant to the Merger Agreement in exchange for an amount equal to $33.81 per cancelled share, less any applicable withholding taxes, the aggregate amount of which is payable in the form of 65% ProLogis Common Shares (based on the closing price of a ProLogis Common Share on September 14, 2005) and 35% cash.

5. Each vested or unvested option cancelled pursuant to the Merger Agreement in exchange for an amount equal to $33.81 for each share of common stock of the issuer subject to the cancelled option, less the applicable exercise price and any applicable withholding taxes, the aggregate amount of which is payable in the form of 65% ProLogis Common Shares (based on the closing price of a ProLogis Common Share on September 14, 2005) and 35% cash.

6. Option vests in four annual installments beginning on the first anniversary of the date of grant.

	Barbara Polster, attorney-in-fact	09/15/2005
	** 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).
** 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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