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*
WEAVER JOHN M

(Last) (First) (Middle)
8270 GREENSBORO DRIVE
SUITE 950

(Street)
MCLEAN VA 22102

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CAPITAL AUTOMOTIVE REIT [ CARS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Sr. V. President-GC
3. Date of Earliest Transaction (Month/Day/Year)
01/18/2005
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)
Code V Amount (A) or (D) Price
Common Shares of Beneficial Interest 01/18/2005 M 7,619 A $32.78 91,893(1) D
Common Shares of Beneficial Interest 01/19/2005 A 17,964(2) A $0.01 91,893(1) 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
Phantom Shares (3) 01/18/2005 M(4) 10,956 (4) (4) Common shares of Beneficial Interest 10,956 $0.00 0 D
Phantom Shares (3) 01/18/2005 F(5) 3,337 (4) (4) Common Shares of Beneficial Interest 3,337 $0.00 0 D
Phantom Shares(6) (3) 01/19/2005 A 1,872 (7) (7) Common Shares of Beneficial Interest 1,872 $26.72(6) 1,872 D
Explanation of Responses:
1. Of these shares, 52,442 represent restricted shares. The Reporting Person does not have voting or dispositive power with respect to the restricted shares. However, the Reporting Person receives dividend equivalents with respect to the restricted shares.
2. This amount represents restricted shares that will vest on 1/19/10.
3. 1 for 1.
4. Issued upon the settlement of deferred phantom shares that vested on 1/18/05.
5. These phantom shares were withheld by the Company to pay the minimum federal and state taxes owed upon the settlemenet of deferred phantom shares that vested on 1/18/05.
6. Phantom shares are awarded upon mandatory and optional deferrals of the Reporting Person's annual bonus from the Company at a 20% discount to fair market value. The Reporting Person does not have voting or dispositive power with respect to the phantom shares. However, the Reporting Person receives dividend equivalents with repect to the phantom shares.
7. On 1/19/08 the Phantom Shares will be paid to the Reporting Person in the form of common shares or, if mutually agreed to between the Reporting Person and the Company, cash. Notwithstanding the foregoing, the Reporting Person may elect to defer payment of the phantom shares to extend beyond such date to (i) either a later date or (ii) the date the Reporting Person terminated employment with the Company or the first January 15 following termination of employment. If the Reporting Persons's employment with the Company is terminated before such date, the Reporting Person will be paid the lesser of (i) the amount of the annual bonus deferred or (ii) an amount equal to the number of the phantom shares multiplied by the fair market value of the common shares underlying the phantom shares on the termination date.
Remarks:
/John M. Weaver 01/20/2005
** 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.