X0202 4 2005-01-04 0 0001193558 AMERICAN FINANCIAL REALTY TRUST AFR 0001248577 SCHORSCH NICHOLAS S C/O AMERICAN FINANCIAL REALTY TRUST 1725 THE FAIRWAY JENKINTOWN PA 19046 1 1 0 0 President and CEO Common Shares 2005-01-04 4 A 0 128734 0.001 A 1811874 D Common Shares 963986 I By GRAT Common Shares 209550 I By Trust for Childred Common Shares 143374 I By Spouse Partnership Units Common Shares 1326842 1326842 D Stock Option (right to buy) 10.00 2012-09-10 Common Shares 852539 852539 D Stock Option (right to buy) 11.65 2012-12-18 Common Shares 62500 62500 I By Spouse Partnership Units Common Shares 15104 15104 I By Spouse Consists of restricted common shares awarded pursuant to the Issuer's 2002 Equity Incentive Plan. These restricted common shares were issued on January 4, 2005 and will 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. In addition to the 128,734 restricted common shares acquired on January 4, 2005, this amount also includes: (i) 120,000 restricted common shares awarded on January 2, 2004 pursuant to the Issuer's 2002 Equity Incentive Plan (Plan), which shares vest at a rate of 25% on the first anniversary of the date of issuance and in equal installments of 6.25% at the end of each quarter thereafter; and (ii) 149,000 and 600,000 restricted common shares awarded on January 1, 2004 and July 1, 2003, respectively, pursuant to the Issuer's Plan, which shares vest at a rate of 33.33% on the first anniversary of the date of issuance and in equal installments of 8.33% at the end of each quarter thereafter. This statement shall not be deemed an admission that the undersigned is, for purposes of Section 16 or otherwise, the beneficial owner of any securities reported as indirectly owned by the reporting person. Pursuant to Section 8.04 of the Amended and Restated Agreement of Limited Partnership of First States Group, L.P., units of the operating partnership may be converted into common stock on a one-for-one basis, subject to adjustments for stock splits, dividends, recapitalizations and similar events or, at the issuer's option, redeemed for cash amount equal to the value of common shares for which the units would otherwise be converted. This option was granted on September 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, and expires on September 10, 2012. This option was granted on December 18, 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, and expires on December 18, 2012. /s/ Edward J. Matey Jr. By: Edward J. Matey Jr. as Attorney-in-fact for Nicholas S. Schorsch 2005-01-05