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*
Blumberg John A

(Last) (First) (Middle)
518 17TH STREET STE. 1700

(Street)
DENVER CO 80202

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Dividend Capital Diversified Property Fund Inc. [ NONE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/07/2014
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
Class I Common Stock 04/07/2014 A 493,574.557(1) A $6.96 493,574.557(1) I By Dividend Capital Total Advisors LLC(2)
Class I Common Stock 04/07/2014 S(3) 493,574.557 D $6.96 493,574.557(1) I By Dividend Capital Total Advisors LLC(2)
Class I Common Stock 36,821.563 D
Unclassified Common Stock(4) 20,000 I By Dividend Capital Total Advisors LLC(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
Explanation of Responses:
1. On April 7, 2014, Dividend Capital Total Advisors LLC (the "Advisor") acquired 493,574.557 restricted stock units ("Company RSUs") from Dividend Capital Diversified Property Fund Inc. (the "Company"). Each Company RSU will, upon vesting, be settled in one share of the Company's Class I common stock. The Company RSUs are subject to specified vesting and settlement provisions and, upon settlement in Class I shares of Company common stock, require offset of advisory fees and expenses otherwise payable from the Company to the Advisor based on a value of $6.96 per share. The shares reported in this box relate to the 493,574.557 Company RSUs granted on April 7, 2014.
2. These reported securities are or were owned by the Advisor. The securities reported above may be attributed to the Reporting Person based upon the fact that the Reporting Person is one of several individuals and/or their affiliates that directly or indirectly controls the Advisor. The Reporting Person disclaims beneficial ownership of the reported securities held by the Advisor except to the extent of his pecuniary interest therein.
3. On April 7, 2014, the Advisor granted, in the aggregate, 493,574.557 restricted stock units ("Advisor RSUs") to certain employees of the Advisor and its affiliates. Each Advisor RSU will, upon vesting, be settled in one share of the Company's Class I common stock. The Advisor RSUs are subject to specified vesting and settlement provisions and, upon settlement in Class I shares of Company common stock, require offset of compensation otherwise payable from the Advisor to the Reporting Person based on a value of $6.96 per share. The shares reported in this box relate to the 493,574.557 Advisor RSUs granted on April 7, 2014.
4. Although these shares are unclassified, they are often referred to as "Class E" common stock.
/s/ M. Kirk Scott, Attorney-in-Fact 04/08/2014
** 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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