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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* MAGUIRE ROBERT F III (Last) (First) (Middle) 333 SOUTH GRAND AVE. SUITE 400 (Street) LOS ANGELES CA 90071 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol MAGUIRE PROPERTIES INC [ MPG ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) Co-Chief Executive Officer
	3. Date of Earliest Transaction (Month/Day/Year) 09/13/2004
	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 Stock, par value $0.01	09/14/2004		C		100,000	A	(1)	100,000	I	By Maguire Partners, Inc.(2)
Common Stock, par value $0.01	09/14/2004		S		30,000	D	$24.36	70,000	I	By Maguire Partners, Inc.(2)
Common Stock, par value $0.01	09/15/2004		S		70,000	D	$24	0	I	By Maguire Partners, Inc.(2)

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
Partnership Units(3)	(4)	09/14/2004		C(1)			100,000	09/14/2004	(5)	Common Stock	100,000	(6)	10,089,976	I	By Maguire Partners, Inc.(2)
Appreciation Rights	(5)	09/15/2004		G	V		1(7)	(5)	(5)	Common Stock	36,364	$0	0	I	By Maguire Partners, Inc.(2)

Explanation of Responses:

1. 100,000 shares of Maguire Properties, Inc. Common Stock were issued in exchange for 100,000 Limited Partnership Units of Maguire Properties, L.P., a Maryland limited partnership. The exchanged Limited Partnership Units of Maguire Properties, L.P., were originally issued in exchange for the contribution of real property and related assets to Maguire Properties, L.P.

2. Mr. Maguire holds, directly or indirectly, a 100% ownership interest in this entity.

3. Limited Partnership Units in Maguire Properties, L.P., a Maryland limited partnership, of which the Issuer is the general partner. Limited Partnership Units are redeemable "effective 08/27/04" for cash based on the fair market value of an equivalent number of shares of the Issuer's Common Stock, or, at the election of the Issuer, an equal number of shares of the Issuer's Common Stock.

4. 1-for-1

5. N/A

6. The Limited Partnership Units were received in exchange for the direct or indirect contribution to Maguire Properties, L.P., of which the Issuer is the general partner, of certain partnership, membership or ownership interests in certain partnerships, limited liability companies and corporations which own, directly or indirectly, certain properties in southern California. The value of the Limited Partnership Units is $19.00 per Limited Partnership Unit as of June 27, 2003, based on the price of the common stock of the Issuer at the time of the Issuer's initial public offering.

7. Pursuant to the terms of the gift by Maguire Partners, Inc. of Limited Partnership Units previously reported on July 1, 2004, Maguire Partners, Inc. retained the right, upon the sale by the donee of the common stock into which the gifted Limited Partnership Units are exchangeable, to receive in cash the amount by which the proceeds from such common stock, plus any dividends received by the donee prior to the sale of such common stock, exceeded $967,500. On September 15, 2004, the donee exchanged such gifted Limited Partnership Units for common stock at a price that, when combined with any dividends received by the donee prior to the sale of such common stock, resulted in sales proceeds below $967,500, and therefore terminated this appreciation right by its own terms.

Remarks:

	Robert F. Maguire III	09/17/2004
	** 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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