X0201 4 2004-02-23 0 0001011699 PRENTISS PROPERTIES TRUST/MD PP 0001111651 AUGUST THOMAS F 3890 WEST NORTHWEST HIGHWAY SUITE 400 DALLAS, TX 752205166 1 1 0 0 President & CEO Common Shares of Beneficial Interest(CommonShares) 2004-02-23 5 A 0 28000 34.2000 A 383256 D Common Shares of Beneficial Interest(CommonShares) 116518 I see footnote Options 34.2000 2004-02-23 5 A 0 84000 0 A 2005-02-23 2014-02-23 Common Shares 84000 84000 D Options 28.1000 2003-02-28 2012-02-28 Common Shares 24600 24600 D Options 26.0900 2004-03-05 2013-03-05 Common Shares 106000 106000 D Redeemable Units of limited partnership interest 0.0000 1998-10-22 2050-12-31 Common Shares 88576 88576 D Mr. August also reports 116,518 Common Shares owned by certain Grantor Retianed Annuity Trusts established by Mr. August, of which Mr. August disclaims beneficial ownership, including 24,183 held by Mr. August in the Company's KEYSOP Deferred Compensation Plan of which only the Trustee, Merrill Lynch, has control over and authority to vote the shares. Options will become exercisable for one-third of the covered Common Shares on 02/23/05, 02/23/06 and for the balance of the covered Common Shares on 02/23/07. Options will become exercisable for one-third of the Common Shares 02/28/03, 02/28/04 and for the balance of the covered Common Shares on 02/28/05. Options will become exercisable for one-third of the covered Common Shares on 03/05/04, 03/05/05 and for the balance of the covered Common Shares on 03/05/06. Each Unit may be redeemed for one Common Share. By: Gregory S. Imhoff (POA on File) 2004-02-25