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*
FUR INVESTORS LLC

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

(Street)
BOSTON MA 02114

(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)
Director 10% Owner
Officer (give title below) X Other (specify below)
Entity controlled by CEO
3. Date of Earliest Transaction (Month/Day/Year)
10/01/2013
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 10/01/2013 J(1) 743,663 D $11.91(2) 3,154,586 I see(3)(4)(5)
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*
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 10% Owner
Officer (give title below) X Other (specify below)
Entity controlled by CEO
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 10% Owner
Officer (give title below) X Other (specify below)
Entity controlled by CEO
1. Name and Address of Reporting Person*
WEM 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 10% Owner
Officer (give title below) X Other (specify below)
Entity controlled by CEO
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 10% Owner
X Officer (give title below) Other (specify below)
Chairman and CEO
Explanation of Responses:
1. Shares were distributed to certain non-controlling members of FUR Holdings LLC, the sole member of FUR Investors LLC, who are not employees, officers or trustees of Winthrop Realty Trust (the "Issuer"), FUR Advisors, LLC (the Issuer's external advisor), or any affiliate thereof, and have no rights to participate in the management of the Issuer in full redemption of such members indirect interest in FUR Holdings LLC. The sale of such shares by the recipients are subject to sale restrictions for six months. None of the shares were distributed to officers, trustees or persons who participate in the management of the Issuer, which persons, including Michael Ashner, continue to retain their ownership interest in the same number of shares held prior to such distribution.
2. Price represents the average closing price of the Issuer's common shares of beneficial interest for the first 10 trading days in September 2013.
3. Shares are comprised of (i) 2,671,369 shares held by FUR Investors LLC ("Investors"); (ii) 437,882 shares held directly by Michael L. Ashner and his wife, 198,000 or which are subject to forfeiture and (iii) 45,335 shares held by the Ashner Family Evergreen Foundation, a New York not-for-profit corporation (the "Foundation"), an entity which the Reporting Person is a director.
4. Each of the Reporting Persons disclaims beneficial ownership of the shares held by the Foundation.
5. The Reporting Person disclaims beneficial ownership of the shares held by the Foundation. For purposes of Section 16 of the Act: (i) Investors beneficially owns 2,671,369 shares of Beneficial Interest, (ii) FUR Holdings LLC beneficially owns the number of shares of Beneficial Interest listed by Investors as held by Investors, (iii) WEM-FUR Investors LLC ("WEM") beneficially owns 1,621,733 shares of Beneficial Interest and (iv) Mr. Ashner owns 1,282,518 of the shares beneficially owned by WEM. The shares held by Investors are subject to distribution to its members at any time upon request of such member.
Remarks:
This statement is filed as a joint report pursuant to Rule 16a-3(j) promulgated under the Securities Exchange Act of 1934 (the "Act") by the undersigned Reporting Persons.
FUR Investors LLC, by Michael Ashner, authorized signatory 10/03/2013
FUR Holdings LLC, by Michael Ashner, authorized signatory 10/03/2013
WEM-FUR Investors LLC, by Michael Ashner, authorized signatory 10/03/2013
Michael L. Ashner 10/03/2013
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.