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*
ASHNER MICHAEL L

(Last) (First) (Middle)
C/O WINTHROP FINANCIAL ASSOCIATES
TWO JERICHO PLAZA WING A

(Street)
JERICHO NY 11753

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Winthrop Realty Trust [ FUR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chairman and CEO
3. Date of Earliest Transaction (Month/Day/Year)
11/14/2007
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 Shares of Beneficial Interest 11/14/2007 P 25,000(1) A $5.26 11,077,000 I see(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
1. Name and Address of Reporting Person*
ASHNER MICHAEL L

(Last) (First) (Middle)
C/O WINTHROP FINANCIAL ASSOCIATES
TWO JERICHO PLAZA WING A

(Street)
JERICHO NY 11753

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chairman and CEO
1. Name and Address of Reporting Person*
FUR INVESTORS LLC

(Last) (First) (Middle)
7 BULFINCH PLACE
SUITE 500

(Street)
BOSTON MA 02114

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
FUR HOLDINGS LLC

(Last) (First) (Middle)
7 BULFINCH PLACE
SUITE 500

(Street)
BOSTON MA 02114

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
WEM FUR INVESTORS LLC

(Last) (First) (Middle)
TWO JERICHO PLAZA
WING A, SUITE 111

(Street)
JERICHO NY 11753

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Shares were acquired by FUR Investors LLC ("Investors"), an entity wholly-owned by FUR Holdings LLC ("Holdings"). WEM-FUR Investors LLC ("WEM") holds a 35.591% interest in Holdings and the Reporting Person is the managing member of, and holds a 72.6% interest in, WEM. For purposes of Section 16 of the Act, Holdings, WEM and Mr. Ashner may be deemed to own a 100%, 35.591% and 25.84% beneficial interest, respectively, in any securities reported herein which are held by Investors.
2. Shares are comprised of (i) 27,000 shares held directly by Michael L. Ashner and (ii) 11,050,000 shares held by Investors. Mr. Ashner disclaims beneficial ownership to 8,194,680 shares owned by Investors. Accordingly, in accordance with the ownership percentages set forth in footnote (1) above, for purposes of Section 16 of the Act: (i) Investors beneficially owns 11,025,000 shares of Beneficial Interest, (ii) Holdings beneficially owns the number of shares of Beneficial Interest listed by Investors as held by Investors, (iii) WEM beneficially owns 3,932,805.5 shares of Beneficial Interest, and (iii) Mr. Ashner beneficially owns 2,855,320 shares of Beneficial Interest held by Investors.
Michael L. Ashner 11/15/2007
FUR Investors LLC 11/15/2007
FUR Holdings LLC 11/15/2007
WEM-FUR Investors LLC 11/15/2007
** 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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