X0201 4 2004-03-24 0 0001193558 AMERICAN FINANCIAL REALTY TRUST AFR 0001248102 KAHN JEFFREY C C/O AMERICAN FINANCIAL REALTY TRUST 1725 THE FAIRWAY JENKINTOWN PA 19046 0 1 0 0 Senior VP - Acquisitions Common Shares 2004-03-24 4 C 0 105000.0000 A 220000.0000 D Partnership Units 2004-03-24 4 C 0 105000.0000 D Common Shares 105000.0000 156406.0000 D Partnersip Units Common Shares 4381.0000 4381.0000 I By Properties Two, L.P. Partnership Units Common Shares 97818.0000 97818.0000 I By Holdings Two, L.P. Stock Option (right to buy) 10.0000 2012-09-10 Common Shares 95000.0000 95000.0000 D The common shares were issued upon redemption of an equal number of partnership units of First States Group, L.P., the issuer's operating partnership, in accordance with the terms of the Amended and Restated Agreement of Limited Partnership of First States Group, L.P. Also includes: (i) 30,000 restricted common shares issued pursuant to the American Financial Realty Trust 2002 Equity Incentive Plan ("Plan") on January 2, 2004. The restricted common shares were issued on January 2, 2004, and vest 25% on the first anniversary of the date of issuance and in equal installments of 6.25% at the end of each quarter thereafter; (ii) 60,000 restricted common shares issued pursuant to the Plan. These restricted common shares were issued on July 1, 2003, and vest 33.33% on the first anniversary of the date of issuance and 8.33% at the end of each quarter thereafter; and (iii) 25,000 restricted common shares issued upon the exercise of options at $10.00 per share that were originally granted September 10, 2002, under the Plan. These restricted common shares will vest and become exercisable at a rate of 25% on the first anniversary of the option grant date and 6.25% at the end of each quarter thereafter. Pursuant to Section 8.04 of the Amended and Restated Agreement of Limited Partnership of First States Group, L.P., the issuer's operating partnership, units of the operating partnership may be converted into common shares on a one-for-one basis, subject to adjustments for stock splits, dividends, recapitalizations and similar events or, at the issuer's option, redeemd for a cash amount equal to the value of common shares for which the units would otherwise be converted. The partnership units were redeemed for an equal number of common shares of American Financial Realty Trust, in accordance with the terms of the Amended and Restated Agreement of Limited Partnership of First States Group, L.P, the issuer's operating partnership. The reporting person is a limited partner of Properties Two, L.P. The reporting person disclaims beneficial ownership of units held by this partnership except to the extent of his pecuniary interest therein. The reporting person is a limited partner of Holdings Two, L.P. The reporting person disclaims beneficial ownership of units held by this partnership except to the extent of his pecuniary interest therein. This option was granted on 9/10/2002 under the issuer's 2002 Equity Incentive Plan. The option will vest and become exercisable at a rate of 25% on the first anniversary of the grant date and 6.25% at the end of each quarter thereafter. /s/ Edward J. Matey Jr. By: Edward J. Matey Jr., Attorney-in-fact for Jeffrey C. Kahn 2004-03-26