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^*

ADZEMA GREGG D

(Last)

(First)

(Middle)

C/O SUMMIT PROPERTIES INC.

309 EAST MOREHEAD STREET, SUITE 200

(Street)

CHARLOTTE

28202

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SUMMIT PROPERTIES INC [ "SMT" ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive VP and CFO

3. Date of Earliest Transaction (Month/Day/Year)
12/22/2004

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)
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 Stock	12/22/2004		D		10,400⁽¹⁾	D	$32.89	62,960	D
Common Stock	12/22/2004		M		2,400	A	$16.5	65,360	D
Common Stock	12/22/2004		M		13,866	A	$24.5625	79,226	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)
Employee Stock Option (right to buy)	$16.5	12/22/2004		M			2,400	⁽²⁾	01/13/2009	Common Stock	2,400	$16.5	0	D
Employee Stock Option (right to buy)	$24.5625	12/22/2004		D⁽³⁾			32,063	⁽⁴⁾	01/09/2011	Common Stock	32,063	$8.3275⁽⁵⁾	17,937	D
Employee Stock Option (right to buy)	$24.5625	12/22/2004		M			13,866	⁽⁴⁾	01/09/2011	Common Stock	13,866	$24.5625	4,071	D
Employee Stock Option (right to buy)	$22	12/22/2004		D⁽³⁾			80,000	⁽⁶⁾	02/06/2012	Common Stock	80,000	$10.89⁽⁷⁾	0	D

Explanation of Responses:

1. On December 17, 2004, the Company's Board of Directors accelerated the vesting of certain restricted stock held by the Reporting Person, and the restricted stock was subsequently cancelled by mutual agreement of the Reporting Person and the Company. The Reporting Person received $342,056 as consideration for the cancellation of the restricted stock.

2. The option vested in five equal installments on February 1, 1999, 2000, 2001, 2002 and 2003.

3. On December 17, 2004, the Company's Board of Directors accelerated the vesting of certain stock options held by the Reporting Person, and such stock options were subsequently cancelled by mutual agreement of the Reporting Person and the Company.

4. Prior to acceleration by the Board of Directors on December 17, 2004, the option vested in five equal installments on January 9, 2001, 2002, 2003, 2004 and 2005.

5. The Reporting Person received $267,004.64 as consideration for the cancellation of these stock options.

6. Prior to acceleration by the Board of Directors on December 17, 2004, the option vested in five installments, 12,000 on March 1, 2003, 16,000 on March 1, 2004, 2005 and 2006, and 20,000 on March 1, 2007.

7. The Reporting person received $871,200 as consideration for the cancellation of these stock options.

	/s/ Michael G. Malone	12/27/2004
	** 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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