| 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
AMB PROPERTY CORP [ AMB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/28/2005 | ||||||||||||||||||||||||||
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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 | ||||||
| Common Stock | 11/28/2005 | M | 200 | A | $21 | 186,320 | I | Family Trust | ||
| Common Stock | 11/28/2005 | S | 200 | D | $46.12 | 186,120 | I | Family Trust | ||
| Common Stock | 11/28/2005 | M | 2,000 | A | $21 | 188,120 | I | Family Trust | ||
| Common Stock | 11/28/2005 | S | 2,000 | D | $46.13 | 186,120 | I | Family Trust | ||
| Common Stock | 11/28/2005 | M | 1,312 | A | $21 | 187,432 | I | Family Trust | ||
| Common Stock | 11/28/2005 | S | 1,312 | D | $46.14 | 186,120 | I | Family Trust | ||
| Common Stock | 11/28/2005 | M | 888 | A | $21.625 | 187,020 | I | Family Trust | ||
| Common Stock | 11/28/2005 | S | 888 | D | $46.14 | 186,120 | I | Family Trust | ||
| Common Stock | 11/28/2005 | M | 800 | A | $21.625 | 186,920 | I | Family Trust | ||
| Common Stock | 11/28/2005 | S | 800 | D | $46.15 | 186,120 | I | Family Trust | ||
| Common Stock | 11/28/2005 | M | 600 | A | $21.625 | 186,720 | I | Family Trust | ||
| Common Stock | 11/28/2005 | S | 600 | D | $46.16 | 186,120 | I | Family Trust | ||
| Common Stock | 11/28/2005 | M | 1,100 | A | $21.625 | 187,220 | I | Family Trust | ||
| Common Stock | 11/28/2005 | S | 1,100 | D | $46.17 | 186,120 | I | Family Trust | ||
| Common Stock | 11/28/2005 | M | 1,200 | A | $21.625 | 187,320 | I | Family Trust | ||
| Common Stock | 11/28/2005 | S | 1,200 | D | $46.18 | 186,120 | I | Family Trust | ||
| Common Stock | 11/28/2005 | M | 100 | A | $21.625 | 186,220 | I | Family Trust | ||
| Common Stock | 11/28/2005 | S | 100 | D | $46.19 | 186,120 | I | Family Trust | ||
| Common Stock | 11/28/2005 | M | 2,000 | A | $21.625 | 188,120 | I | Family Trust | ||
| Common Stock | 11/28/2005 | S | 2,000 | D | $46.23 | 186,120 | I | Family Trust | ||
| Common Stock | 11/28/2005 | M | 1,400 | A | $21.625 | 187,520 | I | Family Trust | ||
| Common Stock | 11/28/2005 | S | 1,400 | D | $46.27 | 186,120 | I | Family Trust | ||
| Common Stock | 11/28/2005 | M | 1,700 | A | $21.625 | 187,820 | I | Family Trust | ||
| Common Stock | 11/28/2005 | S | 1,700 | D | $46.28 | 186,120 | I | Family Trust | ||
| Common Stock | 11/28/2005 | M | 700 | A | $21.625 | 186,820 | I | Family Trust | ||
| Common Stock | 11/28/2005 | S | 700 | D | $46.29 | 186,120 | I | Family Trust | ||
| Common Stock | 11/28/2005 | M | 200 | A | $21.625 | 186,320 | I | Family Trust | ||
| Common Stock | 11/28/2005 | S | 200 | D | $46.3 | 186,120 | I | Family Trust | ||
| Common Stock | 11/28/2005 | M | 1,700 | A | $21.625 | 187,820 | I | Family Trust | ||
| Common Stock | 11/28/2005 | S | 1,700 | D | $46.31 | 186,120(1) | I | Family Trust | ||
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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 | ||||||||
| Non-Qualified Stock Option (right to buy) | $21 | 11/28/2005 | M | 200 | (2) | 11/24/2007 | Common | 200 | (3) | 447,516 | I | Family Trust | |||
| Non-Qualified Stock Option (right to buy) | $21 | 11/28/2005 | M | 2,000 | (2) | 11/24/2007 | Common | 2,000 | (3) | 445,516 | I | Family Trust | |||
| Non-Qualified Stock Option (right to buy) | $21 | 11/28/2005 | M | 1,312 | (2) | 11/24/2007 | Common | 1,312 | (3) | 444,204 | I | Family Trust | |||
| Non-Qualified Stock Option (right to buy) | $21.625 | 11/28/2005 | M | 888 | (4) | 12/15/2008 | Common | 888 | (3) | 443,316 | I | Family Trust | |||
| Non-Qualified Stock Option (right to buy) | $21.625 | 11/28/2005 | M | 800 | (4) | 12/15/2008 | Common | 800 | (3) | 442,516 | I | Family Trust | |||
| Non-Qualified Stock Option (right to buy) | $21.625 | 11/28/2005 | M | 600 | (4) | 12/15/2008 | Common | 600 | (3) | 441,916 | I | Family Trust | |||
| Non-Qualified Stock Option (right to buy) | $21.625 | 11/28/2005 | M | 1,100 | (4) | 12/15/2008 | Common | 1,100 | (3) | 440,816 | I | Family Trust | |||
| Non-Qualified Stock Option (right to buy) | $21.625 | 11/28/2005 | M | 1,200 | (4) | 12/15/2008 | Common | 1,200 | (3) | 439,616 | I | Family Trust | |||
| Non-Qualified Stock Option (right to buy) | $21.625 | 11/28/2005 | M | 100 | (4) | 12/15/2008 | Common | 100 | (3) | 439,516 | I | Family Trust | |||
| Non-Qualified Stock Option (right to buy) | $21.625 | 11/28/2005 | M | 2,000 | (4) | 12/15/2008 | Common | 2,000 | (3) | 437,516 | I | Family Trust | |||
| Non-Qualified Stock Option (right to buy) | $21.625 | 11/28/2005 | M | 1,400 | (4) | 12/15/2008 | Common | 1,400 | (3) | 436,116 | I | Family Trust | |||
| Non-Qualified Stock Option (right to buy) | $21.625 | 11/28/2005 | M | 1,700 | (4) | 12/15/2008 | Common | 1,700 | (3) | 434,416 | I | Family Trust | |||
| Non-Qualified Stock Option (right to buy) | $21.625 | 11/28/2005 | M | 700 | (4) | 12/15/2008 | Common | 700 | (3) | 433,716 | I | Family Trust | |||
| Non-Qualified Stock Option (right to buy) | $21.625 | 11/28/2005 | M | 200 | (4) | 12/15/2008 | Common | 200 | (3) | 433,516 | I | Family Trust | |||
| Non-Qualified Stock Option (right to buy) | $21.625 | 11/28/2005 | M | 1,700 | (4) | 12/15/2008 | Common | 1,700 | (3) | 431,816 | I | Family Trust | |||
| Explanation of Responses: |
| 1. Of the 186,120 securities beneficially owned, 152,856 are indirectly (I) owned through the Roberts Family Trust, 690 securities are indirectly held through custodial accounts for children and 32,574 securities are held indirectly (I) through a rabbi trust pursuant to the Amended and Restated AMB Nonqualified Deferred Compensation Plan. |
| 2. One-fourth of the shares subject to the option vest and become exercisable annually on the anniversary of the grant date beginning November 24, 1997. The shares became fully vested on November 24, 2001. |
| 3. Not applicable. |
| 4. One-third of the shares subject to the option vest and become exerciseable annually on December 31. The shares vested fully on December 31, 2001. |
| Remarks: |
| /s/ Tamra Browne pusuant to a power of attorney dated 1/15/2003. | 11/28/2005 | |
| ** 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). | ||
| 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. | ||