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*
ELL RANDALL M
(Last) (First) (Middle)
C/O SUMMIT PROPERTIES INC.
309 E. MOREHEAD STREET, SUITE 200
(Street)
CHARLOTTE NC 28202
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SUMMIT PROPERTIES INC [ "SMT" ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Executive VP - Management
3. Date of Earliest Transaction (Month/Day/Year)
01/01/2004
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 Stock 01/01/2004 A 2,496(1) A $24.23 31,871(2) D
Common Stock 12/22/2004 D 11,024(3) D $32.89 20,847 D
Common Stock 12/22/2004 M 23,390 A $21.375 44,237 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $21.375 12/22/2004 D(4) 72,610 (5) 06/01/2010 Common Stock 72,610 $11.515(6) 23,390 D
Employee Stock Option (right to buy) $21.375 12/22/2004 M 23,390 (5) 06/01/2010 Common Stock 23,390 $21.375 0 D
Employee Stock Option (right to buy) $24.5625 12/22/2004 D(4) 10,400 (7) 01/09/2011 Common Stock 10,400 $8.3275(8) 2,600 D
Employee Stock Option (right to buy) $22 12/22/2004 D(4) 80,000 (9) 02/06/2012 Common Stock 80,000 $10.89(10) 0 D
Explanation of Responses:
1. This transaction was not previously reported, however beneficial ownership of the shares was disclosed in the Registrant's Proxy Statement for its annual meeting in 2004.
2. Includes 10,400 shares of Common Stock that the Reporting Person has the opportunity to receive subsequent to January 1, 2004 pursuant to a stock award agreement with the Issuer. Subject to the Reporting Person's continued employment with the Issuer, the number of shares that the Reporting Person will be entitled to receive is based on the following schedule: 3,200 shares on each of March 1, 2005 and 2006; and the final 4,000 shares on March 1, 2007 (subject to acceleration under certain circumstances).
3. On December 17, 2004, the Company's Board of Directors accelerated the vesting of certain shares of restricted stock and performace based stock awards held by the Reporting Person, and the restricted stock and performance based stock awards were subsequently cancelled by mutual agreement of the Reporting Person and the Company. The Reporting Person received $362,579.36 as consideration for the cancellation of the restricted stock.
4. On December 17, 2004, the Company's Board of Directors accelerated the vesting of certain stock options held by the Reporting Person, and such stock options were subsequently cancelled by mutual agreement of the Reporting Person and the Company.
5. The option vested in five equal installments on June 1, 2000, 2001, 2002, 2003 and 2004.
6. The Reporting Person received $836,104.15 as consideration for the cancellation of these stock options.
7. Prior to acceleration by the Board of Directors on December 17, 2004, the option vested in five equal installments on January 9, 2001, 2002, 2003, 2004 and 2005.
8. The Reporting Person received $86,606 as consideration for the cancellation of these stock options.
9. Prior to acceleration by the Board of Directors on December 17, 2004, the option vested in five installments, 12,000 on March 1, 2003, 16,000 on March 1, 2004, 2005 and 2006, and 20,000 on March 1, 2007.
10. The Reporting Person received $871,200 as consideration for the cancellation of these stock options.
/s/ Michael G. Malone 12/27/2004
** 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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