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*
DEERING ANTHONY W
(Last) (First) (Middle)
C/O THE ROUSE COMPANY
10275 LITTLE PATUXENT PARKWAY
(Street)
COLUMBIA MD 21044
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ROUSE COMPANY [ RSE ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman, President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
05/10/2004
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 05/10/2004 M 71,949 A $32.77 462,250 D
Common Stock 05/10/2004 M 100,000 A $21.625 562,250 D
Common Stock 05/10/2004 M 60,000 A $25 622,250 D
Common Stock 05/10/2004 M 72,000 A $27.95 694,250 D
Common Stock 05/10/2004 M 71,379 A $32.2 765,629 D
Common Stock 05/10/2004 F(1) 252,593 D $40.9 513,036 D
Common Stock 05/10/2004 F(2) 41,792 D $40.9 471,244(3) D
Common Stock 13,316(4) I By Family Limited Partnership
Common Stock 4,001(4) I By Adult Child
Common Stock 05/10/2004 S 2,100 D $41.1 469,144 D
Common Stock 05/10/2004 S 200 D $41.09 468,944 D
Common Stock 05/10/2004 S 200 D $41.08 468,744 D
Common Stock 05/10/2004 S 700 D $41.07 468,044 D
Common Stock 05/10/2004 S 1,700 D $41.06 466,344 D
Common Stock 05/10/2004 S 700 D $41.05 465,644 D
Common Stock 05/10/2004 S 900 D $41.03 464,744 D
Common Stock 05/10/2004 S 1,900 D $41.02 462,844 D
Common Stock 05/10/2004 S 100 D $41.01 462,744 D
Common Stock 05/10/2004 S 2,200 D $41 460,544 D
Common Stock 05/10/2004 S 2,700 D $40.99 457,844 D
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
Stock Options (Right to Buy) $32.77 05/10/2004 M 71,949 09/23/2003 09/23/2008 Common Stock 71,949 $0 0 D
Stock Options (Right to Buy) $21.625 05/10/2004 M 100,000 02/24/2004 02/23/2010 Common Stock 100,000 $0 0 D
Stock Options (Right to Buy) $25 05/10/2004 M 60,000 02/22/2004 02/21/2011 Common Stock 60,000 $0 0 D
Stock Options (Right to Buy) $27.95 05/10/2004 M 72,000 01/29/2004 01/28/2012 Common Stock 72,000 $0 0 D
Stock Options (Right to Buy) $32.2 05/10/2004 M 71,379 02/19/2004 02/18/2013 Common Stock 71,379 $0 0 D
Stock Options (Right to Buy) $40.55 05/10/2004 A(5) 57,647 05/10/2004 09/23/2008 Common Stock 57,647 $0 0 D
Stock Options (Right to Buy) $40.55 05/10/2004 A(5) 52,873 05/10/2004 02/23/2010 Common Stock 52,873 $0 0 D
Stock Options (Right to Buy) $40.55 05/10/2004 A(5) 36,674 05/10/2004 02/21/2011 Common Stock 36,674 $0 0 D
Stock Options (Right to Buy) $40.55 05/10/2004 A(5) 49,203 05/10/2004 01/28/2012 Common Stock 49,203 $0 0 D
Stock Options (Right to Buy) $40.55 05/10/2004 A(5) 56,196 05/10/2004 02/18/2013 Common Stock 56,196 $0 0 D
Explanation of Responses:
1. In payment of the purchase price upon the exercise of stock options granted under an employee stock option plan of The Rouse Company, the Reporting Person surrendered an aggregate of 252,593 shares of Company Common Stock.
2. Shares of Common Stock withheld by The Rouse Company in payment of tax obligations under the exercise of stock options granted under an employee stock option plan of The Rouse Company.
3. In addition, Reporting Person holds 4,830.458 shares of Common Stock of The Rouse Company in a 401(k) account.
4. Reporting Person disclaims beneficial ownership.
5. Grant of "reload" stock options pursuant to The Rouse Company 2001 Stock Incentive Plan.
Remarks:
/s/Jeffrey C. Palkovitz - attorney-in-fact 05/12/2004
** 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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