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^*

MOGHADAM HAMID R

(Last)

(First)

(Middle)

C/O AMB PROPERTY CORPORATION

PIER 1, BAY 1

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AMB PROPERTY CORP [ AMB ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/02/2010

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⁽¹⁾	12/02/2010		M		106,417	A	$24.6	3,283,141	D
Common Stock⁽¹⁾	12/02/2010		F		85,859⁽²⁾	D	$30.49	3,197,282	D
Common Stock⁽¹⁾	12/02/2010		D		20,558⁽³⁾	D	⁽⁴⁾	3,176,724	D
Stock Units⁽¹⁾	12/02/2010		A		20,558	A	⁽⁴⁾	3,197,282	I	Rabbi Trust⁽⁵⁾
Common Stock⁽¹⁾	12/02/2010		M		53,208	A	$24.6	3,250,490	D
Common Stock⁽¹⁾	12/02/2010		F		42,929⁽⁶⁾	D	$30.49	3,207,561	D
Common Stock⁽¹⁾	12/02/2010		D		10,279⁽³⁾	D	⁽⁴⁾	3,197,282	D
Stock Units⁽¹⁾	12/02/2010		A		10,279⁽³⁾	A	⁽⁴⁾	3,207,561	I	Rabbi Trust⁽⁵⁾
Common Stock⁽¹⁾	12/02/2010		M		262,500	A	$24.6	3,470,061	D
Common Stock⁽¹⁾	12/02/2010		F		211,790⁽⁷⁾	D	$30.49	3,258,271	D
Common Stock⁽¹⁾	12/02/2010		D		50,710⁽³⁾	D	⁽⁴⁾	3,207,561	D
Stock Units⁽¹⁾	12/02/2010		A		50,710⁽³⁾	A	⁽⁴⁾	3,258,271⁽⁸⁾	I	Rabbi Trust⁽⁵⁾

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)
Non-Qualified Stock Option (right to buy)	$24.6	12/02/2010		M			106,417	⁽⁹⁾	02/27/2011	Common Stock	106,417	⁽⁴⁾	2,800,618	D
Non-Qualified Stock Option (right to buy)	$24.6	12/02/2010		M			53,208	⁽¹⁰⁾	02/27/2011	Common Stock	53,208	⁽⁴⁾	2,747,410	D
Non-Qualified Stock Option (right to buy)	$24.6	12/02/2010		M			262,500	⁽¹⁰⁾	02/27/2011	Common Stock	262,500	⁽⁴⁾	2,484,910	D

Explanation of Responses:

1. All transactions covered by this Form 4 were conducted pursuant to and in accordance with a 10b5-1 plan dated November 1, 2010. Reporting person elected to defer the gains from the stock option exercise reported on this Form 4 into the Amended and Restated AMB Nonqualified Deferred Compensation Plan (the "Plan"). In connection with this election, reporting person exercised the option via a stock-for-stock exercise. The deferral of the resulting gains was credited to the reporting person's deferred compensation account in the form of an equivalent number of stock units, each of which represents the reporting person's right to receive a share of AMB common stock upon distribution of his account. Distribution will occur upon retirement, death, other termination of employment or disability, upon AMB's change of control or on such other date as the reporting person elects.

2. These shares were exchanged with AMB in a stock-for-stock swap transaction to pay for the aggregate exercise price of the options ($ 2,617,858.20) pursuant to the Plan.

3. Solely a change in the form of ownership.

4. Not applicable.

5. The stock units are held indirectly through a rabbi trust pursuant to the Plan.

6. These shares were exchanged with AMB in a stock-for-stock swap transaction to pay for the aggregate exercise price of the options ($1,308,916.80) pursuant to the Plan.

7. These shares were exchanged with AMB in a stock-for-stock swap transaction to pay for the aggregate exercise price of the options ($6,457,500) pursuant to the Plan.

8. Of the 3,258,271 securities beneficially owned, 239,188 shares are directly owned (D), 1,522,108 securities are indirectly held (I) through a Trust FBO reporting person with reporting person and spouse as sole trustees, 131,776 securities are indirectly held (I) through the HRM Trust 1997, U/A/D June 17, 1997 and 1,365,199 securities are indirectly held (I) through a rabbi trust pursuant to the Amended and Restated AMB Nonqualifed and Deferred Compensation Plan.

9. The shares subject to the option vested fully on the date of grant, February 27, 2001.

10. One-third of the shares subject to the option vest and become exercisable annually on January 1. The shares vested fully on January 1, 2004.

Remarks:

	/s/ Tamra Browne, pursuant a power of attorney dated 05/12/2008	12/03/2010
	** 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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