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^*

FASCITELLI MICHAEL D

(Last)

(First)

(Middle)

C/O GMH COMMUNITIES TRUST

10 CAMPUS BOULEVARD

(Street)

NEWTOWN SQUARE

19073

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GMH Communities Trust [ GCT ]

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)
08/10/2005

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	08/10/2005		A		3,500⁽³⁾	A	⁽²⁾	3,500⁽³⁾	D⁽³⁾

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⁽¹⁾	⁽¹⁾							⁽¹⁾	⁽¹⁾	Common Shares⁽¹⁾	0⁽¹⁾		0⁽¹⁾	I	By Vornado Realty Trust⁽¹⁾

Explanation of Responses:

1. Mr. Fascitelli is a Trustee and the President of Vornado Realty Trust. Vornado Realty Trust and its subsidiaries own, as of the date hereof, 6,666,667 units of limited partnership interest ("Unit") in GMH Communities Trust, 671,190 Units redemable for an equivalent number of Common Shares commencing November 2, 2005, and a warrant currently exercisable for 5,762,694 Common Shares or Units at price per Common Share or Unit of $8.68. Mr. Fascitelli disclaims beneficial ownership of any of these securities except to the extent he has any pecuniary interest therein.

2. Constitutes restricted shares granted under the GMH Communities Trust Equity Incentive Plan, which shares will vest in annual installments over three years. The shares were granted in connection with the appointment of Mr. Fascitelli to the Board of Trustees on August 10, 2005.

3. Mr. Fascitelli holds such restricted common shares for the benefit of Vornado Realty Trust and disclaims beneficial ownership except to the extent he has any pecuniary interest therein.

	/s/ Michael D. Fascitelli	08/12/2005
	** 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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