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^*

HOGLUND WILLIAM E

(Last)

(First)

(Middle)

8270 GREENSBORO DRIVE

(Street)

MCLEAN

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
Officer (give title below)	X	Other (specify below)
		Trustee

3. Date of Earliest Transaction (Month/Day/Year)
12/16/2005

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)
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 Shares of Beneficial Interest	12/16/2005		M		15,000⁽¹⁾	A	$38.75	0	D
Common Shares of Beneficial Interest	12/16/2005		M		2,620⁽²⁾	A	$38.75	0	D
Common Shares of Beneficial Interest	12/16/2005		U⁽³⁾		19,770⁽⁴⁾	D	$38.75	0	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)
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)
Options for Common Shares of Beneficial Interest	⁽¹⁾	12/16/2005		M			15,000	⁽¹⁾	⁽¹⁾	Common Shares of Beneficial Interest	15,000	⁽¹⁾	0	D
Phantom Shares	⁽²⁾	12/16/2005		M			2,620	⁽²⁾	⁽²⁾	Common Shares of Beneficial Interest	2,620	⁽²⁾	0	D

Explanation of Responses:

1. These options have vested and expired because of a change of control transaction as required by the Trustee Formula Option stipulated in the Capital Automotive Group Second Amended and Restated 1998 Equity Incentive Plan. These options had a variety of exercise prices as shown below: 5,000 Exercise Price of $22.9800 5,000 Exercise Price of $33.8600 5,000 Exercise Price of $33.4000 for an average exercise of price of $30.0800.

2. These phantom shares, that were earned under the Capital Automotive Deferred Compensation and Stock Plan for Trustees, as amended, have vested because a change of control transaction has occured. These Phantom Shares had a variety of purchase prices as shown below: 254 --Purchase Price of $34.51 5 -- Purchase Price of $26.05 390-- Purchase Price of $26.29 290-- Purchase Price of $28.46 14-- Purchase Price of $29.75 242-- Purchase Price of $32.04 16-- Purchase Price of $32.29 353--Purchase Price of $33.38 16-- Purchase Price of $33.38 303--Purchase Price of $33.90 24--Purchase Price of $35.81 258--Purchase Price of $39.80 28--Purchase Price $35.24 396--Purchase Price of $38.59 31--Purchase Price of $38.44

3. These shares were disposed of pursuant to a change of control transaction, the consummation of the merger between Capital Automotive REIT and entities affiliated with DRA Advisors LLC.

4. This total amount of common shares includes the options and phantom shares referenced above, 15,000 and 2,620 respectively, that vested upon a change of control transaction.

Remarks:

	/s/ Catherine Potter POA for William E. Hoglund	12/19/2005
	** 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).
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