| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Dividend Capital Diversified Property Fund Inc. [ NONE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/04/2016 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Class I Common Stock | 02/04/2016 | A | 124,451(1) | A | $7.41 | 606,193(2) | I | By Dividend Capital Total Advisors LLC(3) | ||
| Class I Common Stock | 02/04/2016 | S(4) | 124,451 | D | $7.41 | 606,193(2) | I | By Dividend Capital Total Advisors LLC(3) | ||
| Class I Common Stock | 36,822 | D | ||||||||
| Unclassified Common Stock(5) | 20,000 | I | By Dividend Capital Total Advisors LLC(3) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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. On February 4, 2016, Dividend Capital Total Advisors LLC (the "Advisor") acquired 124,451 restricted stock units ("Company RSUs") from Dividend Capital Diversified Property Fund Inc. (the "Company"). Each Company RSU will, upon vesting, be settled in one share of the Company's Class I common stock. The Company RSUs are subject to specified vesting and settlement provisions and, upon settlement in Class I shares of Company common stock, require offset of advisory fees and expenses otherwise payable from the Company to the Advisor based on a value of $7.41 per share. The shares reported in this box relate to the 124,451 Company RSUs granted on February 4, 2016. |
| 2. As of February 5, 2016, 20,202 of the shares reported in this box are Class I shares of common stock of the Company and 585,991 are shares related to Company RSUs. |
| 3. These reported securities are or were owned by the Advisor. The securities reported above may be attributed to the Reporting Person based upon the fact that the Reporting Person is one of several individuals and/or their affiliates that directly or indirectly controls the Advisor. The Reporting Person disclaims beneficial ownership of the reported securities held by the Advisor except to the extent of his pecuniary interest therein. |
| 4. On February 4, 2016, the Advisor granted, in the aggregate, 124,451 restricted stock units ("Advisor RSUs") to certain employees of the Advisor and its affiliates. Each Advisor RSU will, upon vesting, be settled in one share of the Company's Class I common stock. The Advisor RSUs are subject to specified vesting and settlement provisions and, upon settlement in Class I shares of the Company's common stock, require offset of compensation otherwise payable from the Advisor to the Reporting Person based on a value of $7.41 per share. The shares reported in this box relate to the 124,451 Advisor RSUs granted on February 4, 2016. |
| 5. Although these shares are unclassified, they are often referred to as "Class E" common stock. |
| Remarks: |
| /s/ M. Kirk Scott, Attorney in Fact | 02/05/2016 | |
| ** 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. | ||