SEC FORM 4

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^*

MASTERS ROBERT

(Last)

(First)

(Middle)

C/O ACADIA REALTY TRUST

1311 MAMARONECK AVENUE, SUITE 260

(Street)

WHITE PLAINS

10605

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ACADIA REALTY TRUST [ AKR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr. VP and General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
09/24/2003

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares of Beneficial Interest - $.001 Par Value	09/24/2003		M⁽¹⁾		15,000	A	$6	29,054	D
Common Shares of Beneficial Interest - $.001 Par Value	09/24/2003		D⁽¹⁾		15,000	D	$11.44	14,054⁽⁴⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Options to purchase Common Shares of Beneficial Interest	$6	09/24/2003		M⁽¹⁾			15,000	⁽²⁾	01/01/2011	Common Shares of Beneficial Interest	15,000	⁽¹⁾	90,000⁽³⁾	D

Explanation of Responses:

1. On September 24, 2003, Mr. Masters exercised 15,000 options to purchase common shares of beneficial interest ("Common Shares"). At the request of Mr. Masters, in lieu of purchasing Common Shares at the option exercise price, the Company provided for a cashless exercise alternative whereby it paid Mr. Masters an amount in cash equal to the difference between the exercise price of the options and the average daily trading price of the Common Shares upon the exercise of the options. As a result of this, Mr. Masters received a cash payment of $81,600 from the Company upon the exercise of the above options.

2. One third of the options were excercisable as of the grant date, January 2, 2001, with a third of the remaining options vesting on each of the next two anniversaries of the grant date.

3. Excercise prices for these fully vested options range from $5.00 to $6.00 with expiration dates ranging from August 11, 2008 through January 1, 2011.

4. Represents 7,667 common shares of beneficial interest and 6,387 vested Restricted Shares of a total of 18,554 Restricted Shares issued to Mr. Masters in 2003, 2002, 2001 and 2000.

	/s/ Robert Masters	09/26/2003
	** 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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